Common use of Obligation to Issue or Amend Clause in Contracts

Obligation to Issue or Amend. (i) The L/C Issuer shall not issue any Letter of Credit if: (A) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; or (B) such Letter of Credit is in an initial amount less than $50,000, is to be denominated in a currency other than Dollars or is not a standby letter of credit. (ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the L/C Issuer in good f▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit; (E) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIII. (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) the Revolving Commitments have been terminated pursuant to Article VIII.

Obligation to Issue or Amend. (i) The L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the issuance expiry date of such requested Letter of Credit would violate one occur more than twelve (12) months after the date of issuance or more policies of last extension, unless the Administrative Agent and the L/C IssuerIssuer have approved such expiry date; or (B) the expiry date of such requested Letter of Credit is in an initial amount less than $50,000would occur after the L/C Expiration Date, is to be denominated in a currency other than Dollars or is not a standby letter of creditunless all the Dollar Revolving Lenders have approved such expiry date. (ii) The L/C Issuer shall not be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date issuance of such requested Letter of Credit would occur more than twelve (12) months after violate any Law applicable to the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry dateL/C Issuer; (C) except as otherwise agreed by the expiry date of L/C Issuer and the Administrative Agent, such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry dateis in an initial stated amount less than $20,000; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of CreditCredit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) except as otherwise agreed by the L/C Issuer, such Letter of Credit contains provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) a default of any Dollar Revolving Lender’s obligations to fund under Section 2.03(c) exists or any Dollar Revolving Lender is at that such time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) arrangements with the Borrower or such Dollar Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) risk with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the such Dollar Revolving Commitments have been terminated pursuant to Article VIIILender. (iii) The L/C Issuer shall not be under no any obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend act on behalf of the Dollar Revolving Lenders with respect to any Letter Letters of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied issued by it and the documents associated therewith, and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior all of the benefits and immunities (A) provided to the requested date Administrative Agent in Article X with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of amendment Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included the L/C Issuer with respect to such Letter of Credit; or acts or omissions, and (B) as additionally provided herein with respect to the Revolving Commitments have been terminated pursuant to Article VIIIL/C Issuer.

Obligation to Issue or Amend. (i) The L/C Issuer shall not issue any Letter of Credit if: (A) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; or (B) such Letter of Credit is in an initial amount less than $50,000, is to be denominated in a currency other than Dollars or is not a standby letter of credit. (ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit; (E) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIII. (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) the Revolving Commitments have been terminated pursuant to Article VIII.

Obligation to Issue or Amend. (i) The L/C Issuer Issuers shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the issuance expiry date of such requested Letter of Credit would violate one occur more than twelve months after the date of issuance or more policies of last extension, unless the L/C IssuerApplicable Required Lenders have approved such expiry date; or (B) such the expiry date of the requested Letter of Credit is in an initial amount less than $50,000would occur after the L/C Expiration Date, is to be denominated in a currency other than Dollars or is not a standby letter of credit.unless all the respective Lenders have approved such expiry date; (ii) The L/C Issuer Issuers shall not be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable L/C Issuer from issuing such the Letter of Credit, or any Law applicable to the applicable L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the applicable L/C Issuer shall prohibit, or request that the applicable L/C Issuer refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon the applicable L/C Issuer with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which the applicable L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the applicable L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the applicable L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date issuance of such requested the Letter of Credit would occur violate any Law or one or more than twelve (12) months after policies of the date applicable L/C Issuer applicable to letters of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry datecredit generally; (C) except as otherwise agreed by the expiry date of such requested Letter of Credit would occur after Administrative Agent and the L/C Issuer, the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry dateis in an initial stated amount less than $500,000; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit[Reserved]; (E) the applicable L/C Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency; or (F) any Revolving Lender is at that such time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer in (in its sole discretion) with the Borrower Borrowers or such Revolving Defaulting Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv2.17(b)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the applicable L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIII. (iii) The L/C Issuer Issuers shall not be under no any obligation to amend any Letter of Credit if: (A) the applicable L/C Issuer would have no obligation at such time to issue such the Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such the Letter of Credit does not accept the proposed amendment to such the Letter of Credit. (iv) The L/C Issuer Issuers shall not amend act on behalf of the Lenders with respect to any Letter Letters of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied issued by them and the documents associated therewith, and the L/C Issuer Issuers shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior all of the benefits and immunities (A) provided to the requested date Administrative Agent in Article X with respect to any acts taken or omissions suffered by the L/C Issuers in connection with Letters of amendment Credit issued by them or proposed to be issued by them and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included the L/C Issuers with respect to such Letter of Credit; or acts or omissions, and (B) as additionally provided herein with respect to the Revolving Commitments have been terminated pursuant to Article VIIIL/C Issuers.

Obligation to Issue or Amend. (i) The L/C Issuer shall not issue any Letter of Credit if: (A) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; or; (B) such Letter of Credit is in an initial amount less than Fifty Thousand Dollars ($50,000), is to be denominated in a currency other than Dollars or is not a standby letter of credit; or (C) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion. (ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have L/C Issuer has approved such expiry date; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit; (E) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (FE) the Revolving Commitments have been terminated pursuant to Article VIII. (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) the Revolving Commitments have been terminated pursuant to Article VIII.

Obligation to Issue or Amend. (i) The No L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the issuance expiry date of such requested Letter of Credit would violate one occur more than twelve (12) months after the date of issuance or more policies of last extension, unless the Required Lenders and such L/C IssuerIssuer have approved such expiry date; or (B) the expiry date of such requested Letter of Credit is in an initial amount less than $50,000would occur after the L/C Expiration Date, is to be denominated in a currency other than Dollars or is not a standby letter of creditunless all the Revolving Lenders and such L/C Issuer have approved such expiry date. (ii) The No L/C Issuer shall be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the such L/C Issuer from issuing such Letter of Credit, or any Law applicable to the such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the such L/C Issuer shall prohibit, or request that the such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the such L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the such L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry issuance of such Letter of Credit would violate any Law or one or more policies of such L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by such L/C Issuer and the Administrative Agent, such Letter of Credit is in an initial stated amount less than $50,000; (D) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit would occur more than twelve (12) months after issue letters of credit in the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry daterequested currency; (CF) the expiry date of subject to Section 2.03(b)(iv), such requested Letter of Credit would occur contains provisions for automatic reinstatement of the stated amount after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date;any drawing thereunder; or (DG) one or more applicable the conditions contained set forth in Section 4.02 shall 5.02 are not then be satisfied and the satisfied. (iii) No L/C Issuer shall have received written notice thereof from amend any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit; (E) any Revolving Lender is at that time a Defaulting Lender, unless the Credit if such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory would not be permitted at such time to the L/C Issuer (in its sole discretion) with the Borrower or issue such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) amended form under the Revolving Commitments have been terminated pursuant to Article VIIIterms hereof. (iiiiv) The No L/C Issuer shall be under no any obligation to amend any Letter of Credit if: (A) the such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) the Revolving Commitments have been terminated pursuant to Article VIII.

Obligation to Issue or Amend. (i) The No L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension, unless such L/C Issuer has approved such expiry date; (B) the expiry date of any requested Letter of Credit would occur after the L/C Expiration Date, unless either (1) all the Revolving Lenders have approved such expiry date or (2) prior to the issuance of such Letter of Credit, such Letter of Credit would violate one shall have been Cash Collateralized in a manner consistent with the provisions of Section 2.03(g) below or more policies backstopped by a letter of credit in a face amount equal to 103% of the then-undrawn amount of such Letter of Credit from an issuer and in form and substance reasonably satisfactory to the applicable L/C IssuerIssuer in its sole discretion; or (BC) such Letter of Credit is in an initial amount less than $50,000, is to be denominated in a currency other than Dollars or is not a standby letter of creditDollars. (ii) The No L/C Issuer shall be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the such L/C Issuer from issuing such Letter of Credit, or any Law applicable to the such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the such L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the such L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the such L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date issuance of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved violate any Law applicable to such expiry dateL/C Issuer; (C) except as otherwise agreed by such L/C Issuer and the expiry date of Administrative Agent, such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry dateis in an initial stated amount less than $5,000; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the except as otherwise agreed by such L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of Issuer, such Letter of CreditCredit contains provisions for automatic reinstatement of the stated amount after any drawing thereunder; (E) any Revolving Lender is at that time a Defaulting Lender, unless the such L/C Issuer has entered into arrangements, including the delivery of Cash Collateralcash collateral, reasonably satisfactory to the such L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure L/C Obligations (after giving effect to Section 2.15(a)(iv)2.14) with respect to the such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionexposure; orand (F) such Letter of Credit is a commercial Letter of Credit, unless such L/C Issuer otherwise consents, or if the Revolving Commitments have been terminated pursuant issuance of such Letter of Credit would violate one or more policies of such L/C Issuer with respect to Article VIIIletters of credit. (iii) The No L/C Issuer shall be under no any obligation to amend any Letter of Credit if: if (A) the such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The applicable L/C Issuer shall not amend act on behalf of the Revolving Lenders with respect to any Letter Letters of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied issued by it and the documents associated therewith, and such L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior all of the benefits and immunities (A) provided to the requested date Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with such Letters of amendment Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included such Letter of Credit; or L/C Issuer with respect to such acts or omissions, and (B) the Revolving Commitments have been terminated pursuant as additionally provided herein with respect to Article VIIIsuch L/C Issuer.

Obligation to Issue or Amend. (i) The L/C Issuer shall not issue any Letter of Credit if: (A) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; or (B) such Letter of Credit is in an initial amount less than Fifty Thousand Dollars ($50,000), is to be denominated in a currency other than Dollars or is not a standby letter of credit. (ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have L/C Issuer has approved such expiry date; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit; (E) the Revolving Commitments have been terminated pursuant to Article VIII. (F) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIII. (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) the Revolving Commitments have been terminated pursuant to Article VIII.

Obligation to Issue or Amend. (i) The L/C Issuer Issuing Lender shall not issue any Letter of Credit if: (A) subject to Section 2.4(c)(iii), the issuance expiry date of such the requested Letter of Credit would violate one occur more than twelve (12) months after the date of issuance or more policies of last extension, unless the L/C IssuerRequired Lenders have approved such expiry date; or (B) such Letter of Credit shall have a stated expiration date later than the earlier of (1) the date twelve (12) months after the date of the issuance of such Letter of Credit (or, in the case of any extension of the expiration date thereof, whether automatic or by amendment, twelve (12) months after the then-current expiration date of such Letter of Credit) and (2) the date that is in an initial amount less than $50,000, is five (5) Business Days prior to be denominated in a currency other than Dollars or is not a standby letter of creditthe Termination Date. (ii) The L/C Issuer Issuing Lender shall not be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer Issuing Lender from issuing such or amending the Letter of Credit, or any Law applicable to the L/C Issuer Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer Issuing Lender shall prohibit, or request that the L/C Issuer Issuing Lender refrain from, the issuance or amendment of letters of credit generally or such the Letter of Credit in particular or shall impose upon the L/C Issuer Issuing Lender with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon the L/C Issuer Issuing Lender any unreimbursed loss, cost or expense that which was not applicable on the Closing Effective Date and that which the L/C Issuer Issuing Lender in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date issuance of such requested the Letter of Credit would occur violate one or more than twelve (12) months after policies of the date Issuing Lender applicable to letters of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry datecredit generally; (C) except as otherwise agreed by the expiry date of such requested Letter of Credit would occur after Administrative Agent and the Issuing Lender, the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry dateis in an initial stated amount less than $100,000; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of CreditCredit is to be denominated in a currency other than Dollars; (E) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer Issuing Lender (in its sole discretion) with the Borrower Borrowers or such Revolving Lender to eliminate the L/C IssuerIssuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv3.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C LOC Obligations as to which the L/C Issuer Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIIILetter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iii) The L/C Issuer Issuing Lender shall not amend any Letter of Credit if the Issuing Lender would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (iv) The Issuing Lender shall be under no obligation to amend any Letter of Credit if: if (A) the L/C Issuer Issuing Lender would have no obligation at such time to issue such the Letter of Credit in its amended form under the terms hereof; or , or (B) the beneficiary of such the Letter of Credit does not accept the proposed amendment to such the Letter of Credit. (ivv) The L/C Issuer Issuing Lender shall not amend act on behalf of the Lenders with respect to any Letter Letters of Credit if: issued by it and the documents associated therewith, and the Issuing Lender shall have all of the benefits and immunities (A) one or more applicable conditions contained provided to the Administrative Agent in Section 4.02 shall not then 10 with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued by it or proposed to be satisfied issued by it and LOC Documents pertaining to such Letters of Credit as fully as if the L/C Issuer shall have received written notice thereof from any Revolving term “Administrative Agent” as used in Section 10 included the Issuing Lender with respect to such acts or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or omissions, and (B) as additionally provided herein with respect to the Revolving Commitments have been terminated pursuant to Article VIIIIssuing Lender.

Obligation to Issue or Amend. (i) The No L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension, unless the Administrative Agent and such L/C Issuer have approved such expiry date; (B) the expiry date of any requested Letter of Credit would occur after the L/C Expiration Date, unless all the L/C Revolving Lenders have approved such expiry date; (C) with respect to a Letter of Credit to be issued by a Dollar L/C Issuer, such Letter of Credit would violate one or more policies of the L/C Issuer; or (B) such Letter of Credit is in an initial amount less than $50,000, is to be denominated in a currency other than Dollars Dollars; or (D) with respect to a Letter of Credit to be issued by a Multicurrency L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars, Euros or is not Sterling (provided that the foregoing shall in no way limit the right of a standby letter Multicurrency L/C Issuer, in its sole discretion, to issue a Letter of creditCredit in any other Approved Currency). (ii) The No L/C Issuer shall be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the such L/C Issuer from issuing such Letter of Credit, or any Law applicable to the such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the such L/C Issuer shall prohibit, or request that the such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Amendment No. 3 Effective Date, or shall impose upon the such L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Amendment No. 3 Effective Date and that the such L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date issuance of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved violate any Law applicable to such expiry dateL/C Issuer; (C) except as otherwise agreed by such L/C Issuer and the expiry date of Administrative Agent, such requested Letter of Credit would occur after is in an initial stated amount less than the Letter Dollar Equivalent of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date$20,000; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of CreditCredit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) except as otherwise agreed by such L/C Issuer, such Letter of Credit contains provisions for automatic reinstatement of the stated amount after any drawing thereunder; (F) any Dollar Revolving Lender or Limited Currency Revolving Lender is at that time a Defaulting Lender, unless the such L/C Issuer has entered into arrangements, including the delivery of Cash Collateralcash collateral, reasonably satisfactory to the such L/C Issuer (in its sole discretion) with the Parent Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure L/C Obligations (after giving effect to Section 2.15(a)(iv)2.16) with respect to the such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionexposure; orand (FG) such Letter of Credit is a commercial Letter of Credit, unless such L/C Issuer otherwise consents, or if the Revolving Commitments have been terminated pursuant issuance of such Letter of Credit would violate one or more policies of such L/C Issuer with respect to Article VIIIletters of credit. (iii) The No L/C Issuer shall be under no any obligation to amend any Letter of Credit if: if (A) the such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The applicable L/C Issuer shall not amend act on behalf of the L/C Revolving Lenders with respect to any Letter Letters of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied issued by it and the documents associated therewith, and such L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior all of the benefits and immunities (A) provided to the requested date Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with such Letters of amendment Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included such Letter of Credit; or L/C Issuer with respect to such acts or omissions, and (B) the Revolving Commitments have been terminated pursuant as additionally provided herein with respect to Article VIIIsuch L/C Issuer.

Obligation to Issue or Amend. (i) The No L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the issuance expiry date of such requested Letter of Credit would violate one occur more than twelve (12) months after the date of issuance or more policies of last extension, unless the Administrative Agent and applicable L/C IssuerIssuer (if other than the Administrative Agent) have approved such expiry date; or (B) the expiry date of such requested Letter of Credit is in an initial amount less than $50,000would occur after the L/C Expiration Date, is to be denominated in a currency other than Dollars or is not a standby letter of creditunless all the Revolving Lenders have approved such expiry date. (ii) The No L/C Issuer shall be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the such L/C Issuer from issuing such Letter of Credit, or any Law applicable to the such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the such L/C Issuer shall prohibit, or request that the such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the such L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the such L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date issuance of such requested Letter of Credit would occur violate (1) any Law applicable to such L/C Issuer or (2) one or more than twelve (12) months after the date policies of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry dateL/C Issuer applicable to letters of credit generally; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date[Reserved]; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of CreditCredit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) except as otherwise agreed by such L/C Issuer, such Letter of Credit contains provisions for automatic reinstatement of the stated amount after any drawing thereunder; (F) any Revolving Lender is at that time a Defaulting Lender, unless the such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the such L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate the such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole good faith discretion; (G) such L/C Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency; or (FH) the Revolving Commitments have been terminated pursuant with respect to Article VIIIany commercial Letter of Credit, such Letter of Credit is not payable at sight. (iii) The No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (iv) No L/C Issuer shall be under no any obligation to amend any Letter of Credit if: (A) the such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (ivv) The Each L/C Issuer shall not amend act on behalf of the applicable Revolving Lenders with respect to any Letter Letters of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied issued by it and the documents associated therewith, and each L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior all of the benefits and immunities (A) provided to the requested date Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of amendment Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included such Letter of Credit; or L/C Issuer with respect to such acts or omissions, and (B) the Revolving Commitments have been terminated pursuant as additionally provided herein with respect to Article VIIIsuch L/C Issuer.

Obligation to Issue or Amend. (i) The L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the issuance expiry date of such requested Letter of Credit would violate one occur more than twelve (12) months after the date of issuance or more policies of last extension, unless the Administrative Agent and the L/C IssuerIssuer have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the L/C Expiration Date, unless (x) all the Revolving Lenders have approved such expiry date or (y) the Borrower shall have Cash Collateralized such Letter of Credit is in an initial amount less than $50,000, is equal to be denominated in a currency other than Dollars or is not a standby letter 105% of creditthe face amount of such Letter of Credit. (ii) The L/C Issuer shall not be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date issuance of such requested Letter of Credit would occur more than twelve (12) months after violate any Law applicable to the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry dateL/C Issuer; (C) except as otherwise agreed by the expiry date of L/C Issuer and the Administrative Agent, such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry dateis in an initial stated amount less than $50,000; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of CreditCredit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) except as otherwise agreed by the L/C Issuer, such Letter of Credit contains provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) a default of any Revolving Lender’s obligations to fund under Section 2.03(c) exists or any Revolving Lender is at that such time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash CollateralCollateral (pursuant to Section 2.14 and/or Section 2.15(a)(v)), satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIII. (iii) The L/C Issuer shall not be under no any obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) the Revolving Commitments have been terminated pursuant to Article VIII.

Obligation to Issue or Amend. (i) The L/C Issuer Issuing Lender shall not issue any Letter of Credit if: (A) subject to Section 2.4(c)(iii), the issuance expiry date of such the requested Letter of Credit would violate one occur more than twelve (12) months after the date of issuance or more policies of last extension, unless the L/C IssuerRequired Lenders have approved such expiry date; or (B) such the expiry date of the requested Letter of Credit is in an initial amount less than $50,000would occur after the Termination Date, is to be denominated in a currency other than Dollars or is not a standby letter of creditunless all the Lenders have approved such expiry date. (ii) The L/C Issuer Issuing Lender shall not be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer Issuing Lender from issuing such or amending the Letter of Credit, or any Law applicable to the L/C Issuer Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer Issuing Lender shall prohibit, or request that the L/C Issuer Issuing Lender refrain from, the issuance or amendment of letters of credit generally or such the Letter of Credit in particular or shall impose upon the L/C Issuer Issuing Lender with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer Issuing Lender any unreimbursed loss, cost or expense that which was not applicable on the Closing Date and that which the L/C Issuer Issuing Lender in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date issuance of such requested the Letter of Credit would occur violate one or more than twelve (12) months after policies of the date Issuing Lender applicable to letters of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry datecredit generally; (C) except as otherwise agreed by the expiry date of such requested Letter of Credit would occur after Administrative Agent and the Issuing Lender, the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry dateis in an initial stated amount less than $100,000; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of CreditCredit is to be denominated in a currency other than Dollars; (E) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer Issuing Lender (in its sole discretion) with the Borrower Borrowers or such Revolving Lender to eliminate the L/C IssuerIssuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv3.18(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C LOC Obligations as to which the L/C Issuer Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIIILetter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iii) The L/C Issuer Issuing Lender shall not amend any Letter of Credit if the Issuing Lender would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (iv) The Issuing Lender shall be under no obligation to amend any Letter of Credit if: if (A) the L/C Issuer Issuing Lender would have no obligation at such time to issue such the Letter of Credit in its amended form under the terms hereof; or , or (B) the beneficiary of such the Letter of Credit does not accept the proposed amendment to such the Letter of Credit. (ivv) The L/C Issuer Issuing Lender shall not amend act on behalf of the Lenders with respect to any Letter Letters of Credit if: issued by it and the documents associated therewith, and the Issuing Lender shall have all of the benefits and immunities (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior provided to the requested date Administrative Agent in Article X with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of amendment Credit issued by it or proposed to be issued by it and LOC Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included the Issuing Lender with respect to such Letter of Credit; or acts or omissions, and (B) as additionally provided herein with respect to the Revolving Commitments have been terminated pursuant to Article VIIIIssuing Lender.

Obligation to Issue or Amend. (i) The L/C Issuer Issuing Lender shall not be under no obligation to issue any Letter of Credit if: (A) the issuance of such Letter of Credit would violate one or more policies of the L/C IssuerIssuing Lender applicable to letters of credit generally; or (B) such Letter of Credit is in an initial amount less than $50,000, 100,000. (ii) The Issuing Lender shall not issue or amend any Letter of Credit if: (A) such Letter of Credit is to be denominated in a currency other than Dollars or is not a standby letter of credit.Dollars; (ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if: (AB) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer Issuing Lender from issuing or amending such Letter of Credit, or any Law law applicable to the L/C Issuer Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer Issuing Lender shall prohibit, or request that the L/C Issuer Issuing Lender refrain from, the issuance or amendment of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer Issuing Lender any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the L/C Issuer Issuing Lender in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (BC) subject to Section 2.4(c)(iii), the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders holding in the aggregate more than 50% of the Commitments have approved such expiry date; (CD) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Termination Date, unless all the Revolving Lenders have approved such expiry date; (DE) one or more applicable conditions contained in Section 4.02 5 shall not then be satisfied and the L/C Issuer Issuing Lender shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance (or amendment, as applicable) of such Letter of Credit; (E) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIIISection 9.2; or (G) a default of any Lender’s obligations to fund under Section 2.4(d) exists or any Lender is at such time a Defaulting Lender or an Impacted Lender, unless the Issuing Lender has entered into arrangements satisfactory to the Issuing Lender with the Borrowers or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender. (iii) The L/C Issuer Issuing Lender shall be under no obligation to amend any Letter of Credit if: (A) the L/C Issuer Issuing Lender would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) the Revolving Commitments have been terminated pursuant to Article VIII.

Obligation to Issue or Amend. (i) The L/C Issuer Issuing Lender shall not issue any Letter of Credit if: (A) subject to Section 2.4(c)(iii), the issuance expiry date of such the requested Letter of Credit would violate one occur more than twelve (12) months after the date of issuance or more policies of last extension, unless the L/C IssuerRequired Lenders have approved such expiry date; or (B) such the expiry date of the requested Letter of Credit is in an initial amount less than $50,000would occur after the Termination Date, is to be denominated in a currency other than Dollars or is not a standby letter of creditunless all the Lenders have approved such expiry date. (ii) The L/C Issuer Issuing Lender shall not be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer Issuing Lender from issuing such or amending the Letter of Credit, or any Law applicable to the L/C Issuer Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer Issuing Lender shall prohibit, or request that the L/C Issuer Issuing Lender refrain from, the issuance or amendment of letters of credit generally or such the Letter of Credit in particular or shall impose upon the L/C Issuer Issuing Lender with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon the L/C Issuer Issuing Lender any unreimbursed loss, cost or expense that which was not applicable on the Closing Effective Date and that which the L/C Issuer Issuing Lender in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date issuance of such requested the Letter of Credit would occur violate one or more than twelve (12) months after policies of the date Issuing Lender applicable to letters of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry datecredit generally; (C) except as otherwise agreed by the expiry date of such requested Letter of Credit would occur after Administrative Agent and the Issuing Lender, the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry dateis in an initial stated amount less than $100,000; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of CreditCredit is to be denominated in a currency other than Dollars; (E) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer Issuing Lender (in its sole discretion) with the Borrower Borrowers or such Revolving Lender to eliminate the L/C IssuerIssuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv3.18(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C LOC Obligations as to which the L/C Issuer Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIIILetter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iii) The L/C Issuer Issuing Lender shall not amend any Letter of Credit if the Issuing Lender would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (iv) The Issuing Lender shall be under no obligation to amend any Letter of Credit if: if (A) the L/C Issuer Issuing Lender would have no obligation at such time to issue such the Letter of Credit in its amended form under the terms hereof; or , or (B) the beneficiary of such the Letter of Credit does not accept the proposed amendment to such the Letter of Credit. (ivv) The L/C Issuer Issuing Lender shall not amend act on behalf of the Lenders with respect to any Letter Letters of Credit if: issued by it and the documents associated therewith, and the Issuing Lender shall have all of the benefits and immunities (A) one or more applicable conditions contained provided to the Administrative Agent in Section 4.02 shall not then 10 with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued by it or proposed to be satisfied issued by it and LOC Documents pertaining to such Letters of Credit as fully as if the L/C Issuer shall have received written notice thereof from any Revolving term “Administrative Agent” as used in Section 10 included the Issuing Lender with respect to such acts or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or omissions, and (B) as additionally provided herein with respect to the Revolving Commitments have been terminated pursuant to Article VIIIIssuing Lender.

Obligation to Issue or Amend. (i) The L/C Issuer shall not issue any Letter of Credit if: (A) except as otherwise provided in Section 2.03(b)(iii), the issuance expiry date would occur more than one year from the date of issuance, unless the Required Revolving Credit Lenders and the L/C Issuer shall have otherwise given their approval; (B) the expiry date of any such Letter of Credit would violate one or more policies of occur after the L/C IssuerExpiration Date, unless the Revolving Credit Lenders and the L/C Issuer shall have otherwise given their approval; or (BC) any such Letter of Credit is in an initial amount less than $50,000, is to be denominated in a currency used for purposes other than Dollars or is not a standby letter of creditthose permitted under Section 7.11, unless the Required Lenders shall have otherwise given their approval. (ii) The L/C Issuer shall not be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Effective Date and that the L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date issuance of such requested Letter of Credit would occur violate any Law or one or more than twelve (12) months after policies of the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry dateL/C Issuer; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and except as otherwise agreed by the L/C Issuer shall have received written notice thereof from any Revolving Lender and the Administrative Agent, such Letter of Credit is in an initial stated amount less than $100,000, in the case of a commercial Letter of Credit, or any Credit Party at least one Business Day prior to $250,000, in the requested date case of issuance of such a standby Letter of Credit; (D) such Letter of Credit contains provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (E) any Revolving Credit Lender is at that such time a Defaulting Lender, unless the L/C Issuer has entered into arrangementsAdequate Assurance shall have been provided, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender arrangements to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv2.17(a)(vii)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIII. (iii) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. (iv) The L/C Issuer shall not be under no any obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (ivv) The L/C Issuer shall not amend act on behalf of the Revolving Credit Lenders with respect to any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied issued by it and the documents associated therewith. The L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior all of the benefits and immunities (A) provided to the requested date Administrative Agent in Article 10 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of amendment Credit issued by them or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article 10 included the L/C Issuer with respect to such Letter of Credit; or acts or omissions, and (B) as additionally provided herein with respect to the Revolving Commitments have been terminated pursuant to Article VIIIL/C Issuer.

Obligation to Issue or Amend. (i) The L/C Issuer shall not issue any Letter of Credit if: (A) the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date. (ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if: (A) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; or; (B) such Letter of Credit is in an initial amount less than $50,000, is to be denominated in a currency other than Dollars or is not a standby (non-commercial) letter of credit.; (ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if: (AC) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that which was not applicable on the Closing Date and that which the L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit; (E) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) ), with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s 's actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or. (FE) the Revolving Commitments have been terminated pursuant to Article VIII. (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) if the Revolving Commitments have been terminated pursuant to Article VIII.

Obligation to Issue or Amend. (i) The L/C Issuer shall not issue any Letter of Credit Credit, if: (A) the issuance expiry date of such requested Letter of Credit would violate one occur more than twelve months after the date of issuance, unless the Required Lenders have approved such expiry date; or more policies CHAR1\885527v10 (B) the expiry date of such requested Letter of Credit would occur after the L/C Issuer; or (B) Expiration Date, unless all the Lenders have approved such Letter of Credit is in an initial amount less than $50,000, is to be denominated in a currency other than Dollars or is not a standby letter of creditexpiry date. (ii) The L/C Issuer shall not be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that which was not applicable on the Closing Date and that which the L/C Issuer in good f▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date issuance of such requested Letter of Credit would occur violate one or more than twelve (12) months after policies of the date L/C Issuer applicable to letters of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry datecredit generally; (C) except as otherwise agreed by the expiry date of Administrative Agent and the L/C Issuer, such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry dateis in an initial stated amount less than $500,000; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of CreditCredit is to be denominated in a currency other than Dollars; (E) such Letter of Credit contains any Revolving provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at that such time a Defaulting LenderLender hereunder, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) arrangements with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) risk with respect to the Defaulting Lender arising from either the such Lender. (iii) The L/C Issuer shall not amend any Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which if the L/C Issuer has actual or potential Fronting Exposure, as it may elect would not be permitted at such time to issue such Letter of Credit in its sole discretion; or (F) amended form under the Revolving Commitments have been terminated pursuant to Article VIIIterms hereof. (iiiiv) The L/C Issuer shall be under no obligation to amend any Letter of Credit if: if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or , or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (ivv) The L/C Issuer shall not amend act on behalf of the Lenders with respect to any Letter Letters of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied issued by it and the documents associated therewith, and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior all of the benefits and immunities (A) provided to the requested date Administrative Agent in Article X with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of amendment Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included the L/C Issuer with respect to such Letter of Credit; or acts or omissions, and (B) as additionally provided herein with respect to the Revolving Commitments have been terminated pursuant to Article VIII.L/C Issuer. CHAR1\885527v10

Obligation to Issue or Amend. (i) The L/C Issuer shall not issue any Letter of Credit if: (A) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; or (B) such Letter of Credit is in an initial amount less than $50,000, is to be denominated in a currency other than Dollars or is not a standby letter of credit. (ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit; (E) a default of any Revolving Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at that such time a Defaulting LenderLender hereunder, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) arrangements with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) risk with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionsuch Lender; or (F) the Revolving Commitments have been terminated pursuant to Article VIII. (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) the Revolving Commitments have been terminated pursuant to Article VIII.

Obligation to Issue or Amend. (i) The L/C Issuer Issuing Lender shall not issue any Letter of Credit if: (A) subject to Section 2.4(c)(iii), the issuance expiry date of such the requested Letter of Credit would violate one occur more than twelve (12) months after the date of issuance or more policies of last extension, unless the L/C IssuerRequired Lenders have approved such expiry date; or (B) such Letter of Credit shall have a stated expiration date later than the earlier of (1) the date twelve (12) months after the date of the issuance of such Letter of Credit (or, in the case of any extension of the expiration date thereof, whether automatic or by amendment, twelve (12) months after the then- current expiration date of such Letter of Credit) and (2) the date that is in an initial amount less than $50,000, is five (5) Business Days prior to be denominated in a currency other than Dollars or is not a standby letter of creditthe Termination Date. (ii) The L/C Issuer Issuing Lender shall not be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer Issuing Lender from issuing such or amending the Letter of Credit, or any Law applicable to the L/C Issuer Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer Issuing Lender shall prohibit, or request that the L/C Issuer Issuing Lender refrain from, the issuance or amendment of letters of credit generally or such the Letter of Credit in particular or shall impose upon the L/C Issuer Issuing Lender with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon the L/C Issuer Issuing Lender any unreimbursed loss, cost or expense that which was not applicable on the Closing Effective Date and that which the L/C Issuer Issuing Lender in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date issuance of such requested the Letter of Credit would occur violate one or more than twelve (12) months after policies of the date Issuing Lender applicable to letters of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry datecredit generally; (C) except as otherwise agreed by the expiry date of such requested Letter of Credit would occur after Administrative Agent and the Issuing Lender, the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry dateis in an initial stated amount less than $100,000; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of CreditCredit is to be denominated in a currency other than Dollars; (E) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer Issuing Lender (in its sole discretion) with the Borrower Borrowers or such Revolving Lender to eliminate the L/C IssuerIssuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv3.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C LOC Obligations as to which the L/C Issuer Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIIILetter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iii) The L/C Issuer Issuing Lender shall not amend any Letter of Credit if the Issuing Lender would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (iv) The Issuing Lender shall be under no obligation to amend any Letter of Credit if: if (A) the L/C Issuer Issuing Lender would have no obligation at such time to issue such the Letter of Credit in its amended form under the terms hereof; or , or (B) the beneficiary of such the Letter of Credit does not accept the proposed amendment to such the Letter of Credit. (ivv) The L/C Issuer Issuing Lender shall not amend act on behalf of the Lenders with respect to any Letter Letters of Credit if: issued by it and the documents associated therewith, and the Issuing Lender shall have all of the benefits and immunities (A) one or more applicable conditions contained provided to the Administrative Agent in Section 4.02 shall not then 10 with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued by it or proposed to be satisfied issued by it and LOC Documents pertaining to such Letters of Credit as fully as if the L/C Issuer shall have received written notice thereof from any Revolving term “Administrative Agent” as used in Section 10 included the Issuing Lender with respect to such acts or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or omissions, and (B) as additionally provided herein with respect to the Revolving Commitments have been terminated pursuant to Article VIIIIssuing Lender.

Obligation to Issue or Amend. (ia) The L/C Issuer shall not issue any Letter of Credit if: if:(i) [Credit Agreement] except as otherwise provided in Section 2.03(b)(iii), the expiry date(A) would occur more than (AI) in the case of a standby Letter of Credit, one year from the date of issuance or (II) in the case of a commercial Letter of Credit, 180 days from the date of issuance, in each case unless the Required Revolving Credit Lenders and the L/C Issuer shall have otherwise given their approval; the expiry date of any such Letter of Credit would violate one occur after the(B) L/C Expiration Date, unless the Revolving Credit Lenders and the L/C Issuer shall have otherwise given their approval or more policies the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer; or (B) provided that once such Letter of Credit is in an initial amount less than $50,000fully Cash Collateralized, the other Lenders are released from liability as a Participant; or any such Letter of Credit is to be denominated in a currency used for purposes other than Dollars or is not a standby letter of credit. (iithose(C) permitted under Section 7.11, unless the Required Lenders shall have otherwise given their approval. The L/C Issuer shall not be under no any obligation to issue any Letter Letter(ii) of Credit if: (A) : any order, judgment or decree of any Governmental Authority or or(A) arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) ; the expiry date issuance of such requested Letter of Credit would occur more than twelve (12violate any Law or one(B) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and policies of the L/C Issuer; except as otherwise agreed by the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit; (Eand the(C) any Revolving Lender is at that time a Defaulting LenderAdministrative Agent, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIII. (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit is in its amended form under an initial stated amount less than $100,000, in the terms hereofcase of a commercial Letter of Credit, or $200,000, in the case of a standby Letter of Credit; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment is to be denominated in a currency other than(D) Dollars or an Alternative Currency; such Letter of Credit. (ivCredit contains provisions for automatic(E) The L/C Issuer shall not amend reinstatement of the stated amount after any Letter of drawing thereunder; [Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) the Revolving Commitments have been terminated pursuant to Article VIII.Agreement]

Obligation to Issue or Amend. (i) The No L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) the issuance of such Letter of Credit would violate one or more policies of the such L/C Issuer; or (B) such Letter of Credit is in an initial amount less than $50,000, 500,000 or is to be denominated in a currency other than Dollars or is not a standby letter of creditDollars. (ii) The No L/C Issuer shall be under no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the such L/C Issuer from issuing such Letter of Credit, or any Law applicable to the such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the such L/C Issuer shall prohibit, or request that the such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the such L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the such L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders such L/C Issuer shall have approved such expiry datedate as provided in, and subject to Section 2.03(b)(iii); (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry datedate as provided in, and subject to, Section 2.03(a)(v) and Section 2.03(l); (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the such L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one (1) Business Day prior to the requested date of issuance of such Letter of Credit; (E) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIII.Section 7.01; or (F) such Letter of Credit is to be denominated in a currency other than Dollars; (iii) The No L/C Issuer shall be under no any obligation to amend any Letter of Credit if: (A) the such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The No L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the such L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one (1) Business Day prior to the requested date of amendment of such Letter of Credit; or; (B) the Revolving Commitments have been terminated pursuant to Article VIIISection 7.01; or (C) assuming such amended Letter of Credit were then being requested, one or more of the conditions contained in Section 2.03(a)(ii) shall then exist and would prohibit the issuance of such amended Letter of Credit. (v) Notwithstanding the immediately preceding clause (ii)(C), the expiry date of a Letter of Credit may occur after the Letter of Credit Expiration Date so long as the applicable L/C Issuer and all of the Lenders have approved such later expiry date (in which case, such Letter of Credit shall be an “Extended Letter of Credit”), it being acknowledged and agreed that each such Extended Letter of Credit shall be Cash Collateralized in accordance with Section 2.03(l).

Obligation to Issue or Amend. (i) The L/C Issuer shall not issue any Letter of Credit if: (A) the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Dollar Tranche Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Dollar Tranche Lenders have approved such expiry date. (ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if: (A) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; or; (B) such Letter of Credit is in an initial amount less than $50,000, is to be denominated in a currency other than Dollars or is not a standby (non-commercial) letter of credit.; (ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if: (AC) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that which was not applicable on the Closing Date and that which the L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit; (E) any Revolving Dollar Tranche Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) ), with the Parent Borrower or such Revolving Dollar Tranche Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or. (FE) the Revolving Dollar Tranche Commitments have been terminated pursuant to Article VIII. (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and if the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) the Revolving Dollar Tranche Commitments have been terminated pursuant to Article VIII.

Obligation to Issue or Amend. (i) The L/C Issuer shall not issue any Letter of Credit if: (A) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; or (B) such Letter of Credit is in an initial amount less than $50,000, is to be denominated in a currency other than Dollars or is not a standby letter of credit. (ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the L/C Issuer in good f▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Dollar Tranche Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Dollar Tranche Lenders have approved such expiry date; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Dollar Tranche Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit; (E) any Revolving Dollar Tranche Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Dollar Tranche Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Dollar Tranche Commitments have been terminated pursuant to Article VIII. (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Dollar Tranche Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) the Revolving Dollar Tranche Commitments have been terminated pursuant to Article VIII.

Obligation to Issue or Amend. (i) The No L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension, unless the Administrative Agent and such L/C Issuer have approved such expiry date; (B) the expiry date of any requested Letter of Credit would occur after the L/C Expiration Date, unless all the L/C Revolving Lenders have approved such expiry date; (C) with respect to a Letter of Credit to be issued by a Dollar L/C Issuer, such Letter of Credit would violate one or more policies of the L/C Issuer; or (B) such Letter of Credit is in an initial amount less than $50,000, is to be denominated in a currency other than Dollars Dollars; or (D) with respect to a Letter of Credit to be issued by a Multicurrency L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars, Euros or is not Sterling (provided that the foregoing shall in no way limit the right of a standby letter Multicurrency L/C Issuer, in its sole discretion, to issue a Letter of creditCredit in any other Approved Currency). (ii) The No L/C Issuer shall be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the such L/C Issuer from issuing such Letter of Credit, or any Law applicable to the such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the such L/C Issuer shall prohibit, or request that the such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Amendment No. 6 Effective Date, or shall impose upon the such L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Amendment No. 6 Effective Date and that the such L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B1) the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of CreditCredit would violate any Law applicable to such L/C Issuer; (E2) except as otherwise agreed by such L/C Issuer and the Administrative Agent, such Letter of Credit is in an initial stated amount less than the Dollar Equivalent of $20,000; (3) without derogation of clauses (a)(i)(C) and (D) above, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency (it being understood and agreed, for the avoidance of doubt, that no L/C Issuer will be required to issue any Letters of Credit in Brazilian Real); (4) except as otherwise agreed by such L/C Issuer, such Letter of Credit contains provisions for automatic reinstatement of the stated amount after any drawing thereunder; (5) any Dollar Revolving Lender or Limited Currency Revolving Lender is at that time a Defaulting Lender, unless the such L/C Issuer has entered into arrangements, including the delivery of Cash Collateralcash collateral, reasonably satisfactory to the such L/C Issuer (in its sole discretion) with the Parent Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure L/C Obligations (after giving effect to Section 2.15(a)(iv)2.16) with respect to the such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionexposure; orand (F6) such Letter of Credit is a commercial Letter of Credit, unless such L/C Issuer otherwise consents, or if the Revolving Commitments have been terminated pursuant issuance of such Letter of Credit would violate one or more policies of such L/C Issuer with respect to Article VIIIletters of credit. (iii) The No L/C Issuer shall be under no any obligation to amend any Letter of Credit if: if (A) the such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The applicable L/C Issuer shall not amend act on behalf of the L/C Revolving Lenders with respect to any Letter Letters of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied issued by it and the documents associated therewith, and such L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior all of the benefits and immunities (A) provided to the requested date Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with such Letters of amendment Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included such Letter of Credit; or L/C Issuer with respect to such acts or omissions, and (B) the Revolving Commitments have been terminated pursuant as additionally provided herein with respect to Article VIIIsuch L/C Issuer.

Obligation to Issue or Amend. (i) The L/C Issuer shall not issue any Letter of Credit if: (A) the issuance expiry date of such requested Letter of Credit would violate one or occur more policies than twelve months after the date of issuance, unless the L/C IssuerRequired Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit is in an initial amount less than $50,000would occur after the L/C Expiration Date, is to be denominated in a currency other than Dollars or is not a standby letter of credit.unless all the Lenders have approved such expiry date; or (ii) The L/C Issuer shall not be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry issuance of such Letter of Credit would violate any Law or one or more policies of the L/C Issuer; (C) except as otherwise agreed by the L/C Issuer and the Administrative Agent, such Letter of Credit is in an initial face amount less than $500,000; (D) except as otherwise agreed by the Administrative Agent, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) the L/C Issuer does not as of the issuance date of such requested Letter of Credit would occur more than twelve (12) months after issue Letters of Credit in the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry daterequested currency; (CF) the expiry date of such requested Letter of Credit would occur contains provisions for automatic reinstatement of the stated amount after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date;any drawing thereunder; or (DG) one or more applicable conditions contained in a default of any Lender’s obligations to fund under Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender 2.03(c) existing or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit; (E) any Revolving Lender is at that such time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) arrangements with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) risk with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIIIsuch Lender. (iii) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. (iv) The L/C Issuer shall not be under no any obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) the Revolving Commitments have been terminated pursuant to Article VIII.

Obligation to Issue or Amend. (i) The No L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension, unless the Administrative Agent and such L/C Issuer have approved such expiry date; (B) the expiry date of any requested Letter of Credit would occur after the L/C Expiration Date, unless all the L/C Revolving Lenders have approved such expiry date; (C) with respect to a Letter of Credit to be issued by a Dollar L/C Issuer, such Letter of Credit would violate one or more policies of the L/C Issuer; or (B) such Letter of Credit is in an initial amount less than $50,000, is to be denominated in a currency other than Dollars Dollars; or (D) with respect to a Letter of Credit to be issued by a Multicurrency L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars, Euros or is not Sterling (provided that the foregoing shall in no way limit the right of a standby letter Multicurrency L/C Issuer, in its sole discretion, to issue a Letter of creditCredit in any other Approved Currency). (ii) The No L/C Issuer shall be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the such L/C Issuer from issuing such Letter of Credit, or any Law applicable to the such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the such L/C Issuer shall prohibit, or request that the such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Amendment No. 23 Effective Date, or shall impose upon the such L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Amendment No. 23 Effective Date and that the such L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date issuance of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved violate any Law applicable to such expiry dateL/C Issuer; (C) except as otherwise agreed by such L/C Issuer and the expiry date of Administrative Agent, such requested Letter of Credit would occur after is in an initial stated amount less than the Letter Dollar Equivalent of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date$20,000; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of CreditCredit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) except as otherwise agreed by such L/C Issuer, such Letter of Credit contains provisions for automatic reinstatement of the stated amount after any drawing thereunder; and (F) any Dollar Revolving Lender or Limited Currency Revolving Lender is at that time a Defaulting Lender, unless the such L/C Issuer has entered into arrangements, including the delivery of Cash Collateralcash collateral, reasonably satisfactory to the such L/C Issuer (in its sole discretion) with the Parent Borrower or such Revolving Lender to eliminate the L/C Issuer’’s actual or potential Fronting Exposure L/C Obligations (after giving effect to Section 2.15(a)(iv)2.16) with respect to the such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionexposure; orand (FA) such Letter of Credit is a commercial Letter of Credit, unless such L/C Issuer otherwise consents, or if the Revolving Commitments have been terminated pursuant issuance of such Letter of Credit would violate one or more policies of such L/C Issuer with respect to Article VIIIletters of credit. (iii) The No L/C Issuer shall be under no any obligation to amend any Letter of Credit if: if (A) the such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The applicable L/C Issuer shall not amend act on behalf of the L/C Revolving Lenders with respect to any Letter Letters of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied issued by it and the documents associated therewith, and such L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior all of the benefits and immunities (A) provided to the requested date Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with such Letters of amendment Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included such Letter of Credit; or L/C Issuer with respect to such acts or omissions, and (B) the Revolving Commitments have been terminated pursuant as additionally provided herein with respect to Article VIIIsuch L/C Issuer.

Obligation to Issue or Amend. (i) The No L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension, unless the Administrative Agent and such L/C Issuer have approved such expiry date; (B) the expiry date of any requested Letter of Credit would occur after the L/C Expiration Date, unless all the L/C Revolving Lenders have approved such expiry date; (C) with respect to a Letter of Credit to be issued by a Dollar L/C Issuer, such Letter of Credit would violate one or more policies of the L/C Issuer; or (B) such Letter of Credit is in an initial amount less than $50,000, is to be denominated in a currency other than Dollars Dollars; or (D) with respect to a Letter of Credit to be issued by a Multicurrency L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars, Euros or is not Sterling (provided that the foregoing shall in no way limit the right of a standby letter Multicurrency L/C Issuer, in its sole discretion, to issue a Letter of creditCredit in any other Approved Currency). (ii) The No L/C Issuer shall be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the such L/C Issuer from issuing such Letter of Credit, or any Law applicable to the such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the such L/C Issuer shall prohibit, or request that the such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Amendment No. 6 Effective Date, or shall impose upon the such L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Amendment No. 6 Effective Date and that the such L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B1) the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of CreditCredit would violate any Law applicable to such L/C Issuer; (E2) except as otherwise agreed by such L/C Issuer and the Administrative Agent, such Letter of Credit is in an initial stated amount less than the Dollar Equivalent of $20,000; (3) without derogation of clauses (a)(i)(C) and (D) above, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency (it being understood and agreed, for the avoidance of doubt, that no L/C Issuer will be required to issue any Letters of Credit in Brazilian Real); (4) except as otherwise agreed by such L/C Issuer, such Letter of Credit contains provisions for automatic reinstatement of the stated amount after any drawing thereunder; (5) any Dollar Revolving Lender or Limited Currency Revolving Lender is at that time a Defaulting Lender, unless the such L/C Issuer has entered into arrangements, including the delivery of Cash Collateralcash collateral, reasonably satisfactory to the such L/C Issuer (in its sole discretion) with the Parent Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure L/C Obligations (after giving effect to Section 2.15(a)(iv)2.16) with respect to the such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionexposure; orand (F6) such Letter of Credit is a commercial Letter of Credit, unless such L/C Issuer otherwise consents, or if the Revolving Commitments have been terminated pursuant issuance of such Letter of Credit would violate one or more policies of such L/C Issuer with respect to Article VIIIletters of credit. (iii) The No L/C Issuer shall be under no any obligation to amend any Letter of Credit if: if (A) the such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The applicable L/C Issuer shall not amend act on behalf of the L/C Revolving Lenders with respect to any Letter Letters of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied issued by it and the documents associated therewith, and such L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior all of the benefits and immunities (A) provided to the requested date Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with such Letters of amendment Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included such Letter of Credit; or L/C Issuer with respect to such acts or omissions, and (B) the Revolving Commitments have been terminated pursuant as additionally provided herein with respect to Article VIIIsuch L/C Issuer.

Obligation to Issue or Amend. (i) The L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the issuance expiry date of such requested Letter of Credit would violate one occur more than twelve (12) months after the date of issuance or more policies of last extension, unless the Administrative Agent and the L/C IssuerIssuer have approved such expiry date; or (B) the expiry date of such requested Letter of Credit is in an initial amount less than $50,000would occur after the L/C Expiration Date, is to be denominated in a currency other than Dollars or is not a standby letter of creditunless all the Dollar Revolving Lenders have approved such expiry date. (ii) The L/C Issuer shall not be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date issuance of such requested Letter of Credit would occur more than twelve (12) months after violate any Law applicable to the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry dateL/C Issuer; (C) except as otherwise agreed by the expiry date of L/C Issuer and the Administrative Agent, such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry dateis in an initial stated amount less than $50,000; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of CreditCredit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) except as otherwise agreed by the L/C Issuer, such Letter of Credit contains provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) a default of any Dollar Revolving Lender’s obligations to fund under Section 2.03(c) exists or any Dollar Revolving Lender is at that such time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) arrangements with the Borrower or such Dollar Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) risk with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the such Dollar Revolving Commitments have been terminated pursuant to Article VIIILender. (iii) The L/C Issuer shall not be under no any obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend act on behalf of the Dollar Revolving Lenders with respect to any Letter Letters of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied issued by it and the documents associated therewith, and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior all of the benefits and immunities (A) provided to the requested date Administrative Agent in Article X with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of amendment Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included the L/C Issuer with respect to such Letter of Credit; or acts or omissions, and (B) as additionally provided herein with respect to the Revolving Commitments have been terminated pursuant to Article VIIIL/C Issuer.

Obligation to Issue or Amend. (i) The Neither the Domestic L/C Issuer nor the Foreign L/C Issuer shall not issue any Letter of Credit if: (A) the issuance expiry date would occur more than one year from the date of issuance, in the case of other Letters of Credit, unless the Required Domestic Revolving Lenders or the Required Foreign Revolving Lenders, as appropriate, shall have otherwise given their approval; (B) the expiry date of any such Letter of Credit would violate one or more policies of occur after the L/C IssuerExpiration Date, unless the Required Domestic Revolving Lenders or the Required Foreign Revolving Lenders, as appropriate, shall have otherwise given their approval; or (BC) any such Letter of Credit is in an initial amount less than $50,000, is to be denominated in a currency used for purposes other than Dollars those permitted under Section 7.11, unless the Required Domestic Revolving Lenders or is not a standby letter of credit.the Required Foreign Revolving Lenders, as appropriate, shall have otherwise given their approval (ii) The Neither the Domestic L/C Issuer nor the Foreign L/C Issuer shall be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the such L/C Issuer from issuing such Letter of Credit, or any Law applicable to the such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the such L/C Issuer shall prohibit, or request that the such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the such L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the such L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry issuance of such Letter of Credit would violate any Law or one or more policies of such L/C Issuer; (C) except as otherwise agreed by the applicable L/C Issuer and the Administrative Agent, such Letter of Credit is in an initial stated amount less than $100,000, in the case of a commercial Letter of Credit, or $250,000, in the case of a standby Letter of Credit; (D) with respect to Domestic Letters of Credit, such Letter of Credit is to be denominated in a currency other than Dollars (except as otherwise agreed by the Domestic Administrative Agent); (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit would occur more than twelve (12) months after issue Letters of Credit in the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry daterequested currency; (CF) the expiry date of such requested Letter of Credit would occur contains provisions for automatic reinstatement of the stated amount after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date;any drawing thereunder; or (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit; (EG) any Revolving Lender is at that such time a Defaulting Lender, unless the L/C Issuer has entered into arrangementsAdequate Assurance shall have been provided, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender arrangements to eliminate the an L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv2.18(a)(viii)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the applicable L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIII. (iii) The No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. (iv) No L/C Issuer shall be under no any obligation to amend any Letter of Credit if: (A) the such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (ivv) The Domestic L/C Issuer shall not amend act on behalf of the Lenders with respect to any Letter Domestic Letters of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied issued by it and the documents associated therewith. The Foreign L/C Issuer shall act on behalf of the Lenders with respect to any Foreign Letters of Credit issued by it and the documents associated therewith. Each L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior all of the benefits and immunities (A) provided to the requested date Administrative Agent in Article X with respect to any acts taken or omissions suffered by an L/C Issuer in connection with Letters of amendment Credit issued by them or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included such Letter of Credit; or L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Revolving Commitments have been terminated pursuant to Article VIIIL/C Issuers.

Obligation to Issue or Amend. (i) The L/C Issuer shall not issue any Letter of Credit if: (A) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; or (B) such Letter of Credit is in an initial amount less than Fifty Thousand Dollars ($50,000) or is not a standby letter of credit; or (C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (D) the L/C Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency; or (E) any Lender is not at that time a standby letter Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of creditCash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion. (ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have L/C Issuer has approved such expiry date; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit; (E) the Revolving Commitments have been terminated pursuant to Article VIII. (F) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIII. (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) the Revolving Commitments have been terminated pursuant to Article VIII.

Obligation to Issue or Amend. (i) The L/C Issuer shall not issue any Letter of Credit if: (A) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; or; (B) such Letter of Credit is in an initial amount less than Fifty Thousand Dollars ($50,000), is to be denominated in a currency other than Dollars or is not a standby letter of credit; or (C) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential CHAR1\1461780v16 Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion. (ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have L/C Issuer has approved such expiry date; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit; (E) the Revolving Commitments have been terminated pursuant to Article VIII. (F) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations CHAR1\1461780v16 as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIII. (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) the Revolving Commitments have been terminated pursuant to Article VIII.

Obligation to Issue or Amend. (i) The (i) No L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension, unless the Administrative Agent and such L/C Issuer have approved such expiry date; (B) the expiry date of any requested Letter of Credit would occur after the L/C Expiration Date, unless all the L/C Revolving Lenders have approved such expiry date; (C) with respect to a Letter of Credit to be issued by a Dollar L/C Issuer, such Letter of Credit would violate one or more policies of the L/C Issuer; or (B) such Letter of Credit is in an initial amount less than $50,000, is to be denominated in a currency other than Dollars Dollars; or (D) with respect to a Letter of Credit to be issued by a Multicurrency L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars, Euros or is not Sterling (provided that the foregoing shall in no way limit the right of a standby letter Multicurrency L/C Issuer, in its sole discretion, to issue a Letter of creditCredit in any other Approved Currency). (ii) The (ii) No L/C Issuer shall be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the such L/C Issuer from issuing such Letter of Credit, or any Law applicable to the such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the such L/C Issuer shall prohibit, or request that the such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Amendment No. 36 Effective Date, or shall impose upon the such L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Amendment No. 36 Effective Date and that the such L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit; (E) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIII. (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) the Revolving Commitments have been terminated pursuant to Article VIII.

Obligation to Issue or Amend. (i) The L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the issuance expiry date of such requested Letter of Credit would violate one occur more than twelve (12) months after the date of issuance or more policies of last extension, unless the L/C IssuerRequired Revolving Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit is in an initial amount less than $50,000would occur after the L/C Expiration Date, is to be denominated in a currency other than Dollars or is not a standby letter of creditunless all the Revolving Lenders have approved such expiry date. (ii) The L/C Issuer shall not be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry issuance of such Letter of Credit would violate any Law or one or more policies of the L/C Issuer; (C) except as otherwise agreed by the L/C Issuer and the Administrative Agent, such Letter of Credit is in an initial stated amount less than $50,000; (D) except as otherwise agreed by the Administrative Agent, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) the L/C Issuer does not as of the issuance date of such requested Letter of Credit would occur more than twelve (12) months after issue Letters of Credit in the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry daterequested currency; (CF) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and except as otherwise agreed by the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of Issuer, such Letter of Credit;Credit contains provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (EG) a default of any Revolving Lender’s obligations to fund under Section 2.03(c) existing or any Revolving Lender is at that such time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) arrangements with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) risk with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the such Revolving Commitments have been terminated pursuant to Article VIIILender. (iii) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. (iv) The L/C Issuer shall not be under no any obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) the Revolving Commitments have been terminated pursuant to Article VIII.

Obligation to Issue or Amend. (i) The No L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the issuance expiry date of such requested Letter of Credit would violate one occur more than twelve (12) months after the date of issuance or more policies of last extension, unless the L/C IssuerRequired Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit is in an initial amount less than $50,000would occur after the L/C Expiration Date, is to be denominated in a currency other than Dollars or is not a standby letter of creditunless all the Revolving Lenders have approved such expiry date. (ii) The No L/C Issuer shall be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the such L/C Issuer from issuing such Letter of Credit, or any Law applicable to the such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the such L/C Issuer shall prohibit, or request that the such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the such L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the such L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry issuance of such Letter of Credit would violate any Law or one or more policies of such L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by such L/C Issuer and the Administrative Agent, such Letter of Credit is in an initial stated amount less than $50,000; (D) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit would occur more than twelve (12) months after issue Letters of Credit in the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry daterequested currency; (CF) the expiry date of except as otherwise agreed by such requested L/C Issuer, such Letter of Credit would occur contains provisions for automatic reinstatement of the stated amount after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date;any drawing thereunder; or (DG) one or more applicable the conditions contained set forth in Section 4.02 shall 5.02 are not then be satisfied and the satisfied. (iii) No L/C Issuer shall have received written notice thereof from amend any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit; (E) any Revolving Lender is at that time a Defaulting Lender, unless the Credit if such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory would not be permitted at such time to the L/C Issuer (in its sole discretion) with the Borrower or issue such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) amended form under the Revolving Commitments have been terminated pursuant to Article VIIIterms hereof. (iiiiv) The No L/C Issuer shall be under no any obligation to amend any Letter of Credit if: (A) the such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) the Revolving Commitments have been terminated pursuant to Article VIII.

Obligation to Issue or Amend. (i) The L/C Issuer Issuers shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the issuance expiry date of such requested Letter of Credit would violate one occur more than twelve months after the date of issuance or more policies of last extension, unless the L/C IssuerApplicable Required Lenders have approved such expiry date; or (B) such the expiry date of the requested Letter of Credit is in an initial amount less than $50,000would occur after the L/C Expiration Date, is to be denominated in a currency other than Dollars or is not a standby letter of credit.unless all the respective Lenders have approved such expiry date; (ii) The L/C Issuer Issuers shall not be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable L/C Issuer from issuing such the Letter of Credit, or any Law applicable to the applicable L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the applicable L/C Issuer shall prohibit, or request that the applicable L/C Issuer refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon the applicable L/C Issuer with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which the applicable L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the applicable L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the applicable L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date issuance of such requested the Letter of Credit would occur violate any Law or one or more than twelve (12) months after policies of the date applicable L/C Issuer applicable to letters of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry datecredit generally; (C) except as otherwise agreed by the expiry date of such requested Letter of Credit would occur after Administrative Agent and the L/C Issuer, the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry dateis in an initial stated amount less than $500,000; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied except as otherwise agreed by the Administrative Agent and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to Issuer, the requested date of issuance of such Letter of CreditCredit is to be denominated in a currency other than (i) Dollars, in the case of Letters of Credit issued under the USD Revolving Commitments, and (ii) Dollars or Alternative Currencies, in the case of Letters of Credit issued under the Multi-Currency Revolving Commitments; (E) the applicable L/C Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency; or (F) any Revolving Lender is at that such time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer in (in its sole discretion) with the Borrower Borrowers or such Revolving Defaulting Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv2.17(b)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the applicable L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIII. (iii) The L/C Issuer Issuers shall not be under no any obligation to amend any Letter of Credit if: (A) the applicable L/C Issuer would have no obligation at such time to issue such the Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such the Letter of Credit does not accept the proposed amendment to such the Letter of Credit. (iv) The L/C Issuer Issuers shall not amend act on behalf of the Lenders with respect to any Letter Letters of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied issued by them and the documents associated therewith, and the L/C Issuer Issuers shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior all of the benefits and immunities (A) provided to the requested date Administrative Agent in Article X with respect to any acts taken or omissions suffered by the L/C Issuers in connection with Letters of amendment Credit issued by them or proposed to be issued by them and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included the L/C Issuers with respect to such Letter of Credit; or acts or omissions, and (B) as additionally provided herein with respect to the Revolving Commitments have been terminated pursuant to Article VIIIL/C Issuers.

Obligation to Issue or Amend. (i) The Neither the Domestic L/C Issuer nor the Foreign L/C Issuer shall not issue any Letter of Credit if: (A) the issuance expiry date would occur more than two years from the date of issuance, in case of the IRB Letter of Credit, or more than one year from the date of issuance, in the case of other Letters of Credit, unless the Required Domestic Revolving Lenders or the Required Foreign Revolving Lenders, as appropriate, shall have otherwise given their approval; (B) for Letters of Credit other than the IRB Letter of Credit, the expiry date of any such Letter of Credit would violate one or more policies of occur after the L/C IssuerExpiration Date, unless the Required Domestic Revolving Lenders or the Required Foreign Revolving Lenders, as appropriate, shall have otherwise given their approval; or (BC) any such Letter of Credit is in an initial amount less than $50,000, is to be denominated in a currency used for purposes other than Dollars those permitted under Section 7.11, unless the Required Domestic Revolving Lenders or is not a standby letter of creditthe Required Foreign Revolving Lenders, as appropriate, shall have otherwise given their approval. (ii) The Neither the Domestic L/C Issuer nor the Foreign L/C Issuer shall be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the such L/C Issuer from issuing such Letter of Credit, or any Law applicable to the such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the such L/C Issuer shall prohibit, or request that the such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the such L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the such L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry issuance of such Letter of Credit would violate any Law or one or more policies of such L/C Issuer; (C) except as otherwise agreed by the applicable L/C Issuer and the Administrative Agent, such Letter of Credit is in an initial stated amount less than $100,000, in the case of a commercial Letter of Credit, or $250,000, in the case of a standby Letter of Credit; (D) with respect to Domestic Letters of Credit, such Letter of Credit is to be denominated in a currency other than Dollars (except as otherwise agreed by the Administrative Agent); (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit would occur more than twelve (12) months after issue Letters of Credit in the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry daterequested currency; (CF) the expiry date of such requested Letter of Credit would occur contains provisions for automatic reinstatement of the stated amount after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date;any drawing thereunder; or (DG) one or more applicable conditions contained in a default of any Lender’s obligations to fund under Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender 2.03(c) exists or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit; (E) any Revolving Lender is at that such time a Defaulting Lender, unless the such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) arrangements with the Borrower Borrowers or such Revolving Lender to eliminate the such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) risk with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIIIsuch Lender. (iii) The Neither L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. (iv) Neither L/C Issuer shall be under no any obligation to amend any Letter of Credit if: (A) the such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (ivv) The Domestic L/C Issuer shall not amend act on behalf of the Lenders with respect to any Letter Domestic Letters of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied issued by it and the documents associated therewith. The Foreign L/C Issuer shall act on behalf of the Lenders with respect to any Foreign Letters of Credit issued by it and the documents associated therewith. Each L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior all of the benefits and immunities (A) provided to the requested date Administrative Agent in Article X with respect to any acts taken or omissions suffered by an L/C Issuer in connection with Letters of amendment Credit issued by them or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included such Letter of Credit; or L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Revolving Commitments have been terminated pursuant to Article VIIIL/C Issuers.

Obligation to Issue or Amend. (i) The L/C Issuer shall not be under no obligation to issue any Letter of Credit if: (A) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; or (B) such Letter of Credit is in an initial amount less than $50,000100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit, or is to be denominated in a currency other than Dollars or is not a standby letter of creditDollars. (ii) The L/C Issuer shall be under no obligation to not issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the L/C Issuer in good f▇▇▇▇ ▇▇▇▇▇ faith deems material to it; (B) the expiry date of such requested Letter of Credit would occur at the earlier of (i) more than twelve (12) months after the date of issuance or last renewalrenewal or (ii) less than sixty (60) days prior to the Termination Date, unless the Required Revolving Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit; (E) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (FE) the Revolving Commitments have been terminated pursuant to Article VIIISection 7.01. (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) the Revolving Commitments have been terminated pursuant to Article VIIISection 7.01.

Obligation to Issue or Amend. (i) The L/C Issuer Issuing Lender shall not be under no obligation to issue any Letter of Credit if: (A) the issuance of such Letter of Credit would violate one or more policies of the L/C IssuerIssuing Lender; or (B) such Letter of Credit is in an initial amount less than $50,000, 100,000. (ii) The Issuing Lender shall not issue or amend any Letter of Credit if: (A) such Letter of Credit is to be denominated in a currency other than Dollars or is not a standby letter of credit.Dollars; (ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if: (AB) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer Issuing Lender from issuing or amending such Letter of Credit, or any Law law applicable to the L/C Issuer Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer Issuing Lender shall prohibit, or request that the L/C Issuer Issuing Lender refrain from, the issuance or amendment of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer Issuing Lender any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the L/C Issuer Issuing Lender in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (BC) subject to Section 2.3(c)(iii), the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders holding in the aggregate more than 50% of the Commitments have approved such expiry date; (CD) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Termination Date, unless all the Revolving Lenders have approved such expiry date; (DE) one or more applicable conditions contained in Section 4.02 5 shall not then be satisfied and the L/C Issuer Issuing Lender shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance (or amendment, as applicable) of such Letter of Credit; (E) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIIISection 9.2. (iii) The L/C Issuer Issuing Lender shall be under no obligation to amend any Letter of Credit if: (A) the L/C Issuer Issuing Lender would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) the Revolving Commitments have been terminated pursuant to Article VIII.

Obligation to Issue or Amend. (i) The L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the issuance expiry date of such requested Letter of Credit would violate one occur more than twelve months after the date of issuance or more policies of last extension, unless the L/C IssuerRequired Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit is in an initial amount less than $50,000would occur after the L/C Expiration Date, is to be denominated in a currency other than Dollars or is not a standby letter of creditunless all the Lenders have approved such expiry date. (ii) The L/C Issuer shall not be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry issuance of such Letter of Credit would violate any Law or one or more policies of the L/C Issuer; (C) except as otherwise agreed by the L/C Issuer and the Administrative Agent, such Letter of Credit is in an initial face amount less than $100,000 or Dollar Equivalent, in the case of a commercial Letter of Credit, or $1 million or Dollar Equivalent, in the case of a standby Letter of Credit; (D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; (F) the L/C Issuer does not as of the issuance date of such requested Letter of Credit would occur more than twelve (12) months after issue Letters of Credit in the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date;requested currency; or (CG) the expiry date a default of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; (Dany Lender’s obligations to fund under Section 2.03(c) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender existing or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit; (E) any Revolving Lender is at that such time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) arrangements with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) risk with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIIIsuch Lender. (iii) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. (iv) The L/C Issuer shall not be under no any obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) the Revolving Commitments have been terminated pursuant to Article VIII.

Obligation to Issue or Amend. (i) The L/C Issuer Issuers shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the issuance expiry date of such requested Letter of Credit would violate one occur more than twelve months after the date of issuance or more policies of last extension, unless the L/C IssuerRequired Lenders for the respective facility hereunder have approved such expiry date; or (B) the expiry date of such requested Letter of Credit is in an initial amount less than $50,000would occur after the L/C Expiration Date, is to be denominated in a currency other than Dollars or is not a standby letter of credit.unless all the respective Lenders have approved such expiry date; (ii) The L/C Issuer Issuers shall not be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable L/C Issuer from issuing such Letter of Credit, or any Law applicable to the applicable L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the applicable L/C Issuer shall prohibit, or request that the applicable L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the applicable L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the applicable L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the applicable L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the applicable L/C Issuer in good f▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry issuance of such Letter of Credit would violate any Law or one or more policies of the applicable L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the applicable L/C Issuer and the Administrative Agent, such Letter of Credit is in an initial stated amount less than $1 million. (D) except as otherwise agreed by the Administrative Agent, such Letter of Credit is to be denominated in a currency other than (i) Dollars, in the case of Letters of Credit issued under the Domestic Revolving Commitments, (ii) Dollars and Alternative Currencies, in the case of Letters of Credit issued under the F/X Revolving Commitments, and (iii) Rupees, in the case of Letters of Credit issued under the India Revolving Commitments; (E) the applicable L/C Issuer does not as of the issuance date of such requested Letter of Credit would occur more than twelve (12) months after issue Letters of Credit in the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date;requested currency; or (CF) the expiry date a default of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; (Dany Lender’s obligations to fund under Section 2.03(c) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender exists or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit; (E) any Revolving Lender is at that such time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) arrangements with the applicable Borrower or such Revolving Lender to eliminate the applicable L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) risk with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIIIsuch Lender. (iii) The L/C Issuers shall not amend any Letter of Credit if the applicable L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. (iv) The L/C Issuers shall not be under no any obligation to amend any Letter of Credit if: (A) the applicable L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (ivv) The L/C Issuer Issuers shall not amend act on behalf of the Lenders with respect to any Letter Letters of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied issued by them and the documents associated therewith, and the L/C Issuer Issuers shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior all of the benefits and immunities (A) provided to the requested date Administrative Agent in Article X with respect to any acts taken or omissions suffered by the L/C Issuers in connection with Letters of amendment Credit issued by them or proposed to be issued by them and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included the L/C Issuers with respect to such Letter of Credit; or acts or omissions, and (B) as additionally provided herein with respect to the Revolving Commitments have been terminated pursuant to Article VIIIL/C Issuers.

Obligation to Issue or Amend. (i) The L/C Issuer shall not be under no obligation to issue any Letter of Credit if: (A) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; or (B) such Letter of Credit is in an initial amount less than $50,000, 500,000 or is to be denominated in a currency other than Dollars or is not a standby letter of creditDollars. (ii) The L/C Issuer shall be under no obligation to not issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date of such requested Letter of Credit would occur at the earlier of (i) more than twelve (12) months after the date of issuance or last renewalrenewal or (ii) less than sixty (60) days prior to the Termination Date, unless the Required Revolving Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit; (E) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (FE) the Revolving Commitments have been terminated pursuant to Article VIIISection 7.01. (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) the Revolving Commitments have been terminated pursuant to Article VIIISection 7.01.

Obligation to Issue or Amend. (i) The L/C Issuer shall not issue any Letter of Credit if: (A) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; or (B) such Letter of Credit is in an initial amount less than Fifty Thousand Dollars ($50,000) or is not a standby letter of credit; or (C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (D) the L/C Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency; or (E) any Lender is not at that time a standby letter Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of creditCash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion. (ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have L/C Issuer has approved such expiry date; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit; (E) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (FE) the Revolving Commitments have been terminated pursuant to Article VIII. (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) the Revolving Commitments have been terminated pursuant to Article VIII.

Obligation to Issue or Amend. (i) The L/C Issuer shall not issue any Letter of Credit if: (A) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; or (B) such Letter of Credit is in an initial amount less than $50,000, is to be denominated in a currency other than Dollars or is not a standby letter of credit. (ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit; (E) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIII. (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) the Revolving Commitments have been terminated pursuant to Article VIII.

Obligation to Issue or Amend. (i) The L/C Issuer shall not be under no obligation to issue any Letter of Credit if: (A) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; or (B) such Letter of Credit is in an initial amount less than $50,000, 500,000 or is to be denominated in a currency other than Dollars or is not a standby letter of creditDollars. (ii) The L/C Issuer shall be under no obligation to not issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders L/C Issuer shall have approved such expiry datedate as provided in, and subject to Section 2.03(b)(iii); (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry datedate as provided in, and subject to, Section 2.03(a)(v) and Section 2.03(l); (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one (1) Business Day prior to the requested date of issuance of such Letter of Credit; (E) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIII.Section 7.01; or (F) such Letter of Credit is to be denominated in a currency other than Dollars; (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one (1) Business Day prior to the requested date of amendment of such Letter of Credit; or; (B) the Revolving Commitments have been terminated pursuant to Article VIIISection 7.01; or (C) assuming such amended Letter of Credit were then being requested, one or more of the conditions contained in Section 2.03(a)(ii) shall then exist and would prohibit the issuance of such amended Letter of Credit. (v) Notwithstanding the immediately preceding clause (ii)(C), the expiry date of a Letter of Credit may occur after the Letter of Credit Expiration Date so long as the L/C Issuer and all of the Lenders have approved such later expiry date (in which case, such Letter of Credit shall be an “Extended Letter of Credit”), it being acknowledged and agreed that each such Extended Letter of Credit shall be Cash Collateralized in accordance with Section 2.03(l).

Obligation to Issue or Amend. (i) The An L/C Issuer shall not issue any Letter of Credit Credit, if: (A) subject to Section 2.03(b)(iii), the issuance expiry date of such requested Letter of Credit would violate one occur more than twelve months after the date of issuance or more policies of last extension, unless the L/C IssuerRequired Revolving Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit is in an initial amount less than $50,000would occur after the L/C Expiration Date, is to be denominated in a currency other than Dollars or is not a standby letter of creditunless the all the Revolving Lenders have approved such expiry date. (ii) The An L/C Issuer shall not be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the such L/C Issuer from issuing such Letter of Credit, or any Law applicable to the such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the such L/C Issuer shall prohibit, or request that the such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the such L/C Issuer any unreimbursed loss, cost or expense that which was not applicable on the Closing Date and that the which such L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date issuance of such requested Letter of Credit would occur violate one or more than twelve (12) months after the date policies of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry dateL/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the expiry date of Administrative Agent and such requested L/C Issuer, such Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry dateis in an initial stated amount less than $500,000; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of CreditCredit is to be denominated in a currency other than Dollars; (E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) any Revolving Lender is at that such time an Impacted Lender or a Defaulting Lender, whether on account of a failure to fund its obligations under Section 2.03(c) or otherwise, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments shall have been terminated pursuant to Article VIIIprovided Adequate Assurance. (iii) The An L/C Issuer shall not amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. (iv) An L/C Issuer shall not be under no any obligation to amend any Letter of Credit if: if (A) the such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or , or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (ivv) The Each L/C Issuer shall not amend act on behalf of the Revolving Lenders with respect to any Letter Letters of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied issued by it and the documents associated therewith, and each L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior all of the benefits and immunities (A) provided to the requested date Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of amendment Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included such Letter of Credit; or L/C Issuer with respect to such acts or omissions, and (B) the Revolving Commitments have been terminated pursuant as additionally provided herein with respect to Article VIIIsuch L/C Issuer.

Obligation to Issue or Amend. (i) The L/C Issuer shall not be under no obligation to issue any Letter of Credit if: (A) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; or (B) such Letter of Credit is in an initial amount less than $50,000, 500,000 or is to be denominated in a currency other than Dollars or is not a standby letter of creditDollars. (ii) The L/C Issuer shall be under no obligation to not issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one (1) Business Day prior to the requested date of issuance of such Letter of Credit; (E) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIII.Section 7.01; (F) any Lender is at such time an Impacted Lender or a Defaulting Lender, whether on account of a failure to fund its obligations under Section 2.03(c) or otherwise, unless such Lender or the Borrower shall have provided Adequate Assurance; or (G) such Letter of Credit is to be denominated in a currency other than Dollars; (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one (1) Business Day prior to the requested date of amendment of such Letter of Credit; or (B) the Revolving Commitments have been terminated pursuant to Article VIIISection 7.01.

Obligation to Issue or Amend. (i) The L/C Issuer shall not issue any Letter of Credit if:: (A) the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date; or (ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if: (A) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; or (B) such Letter of Credit is in an initial amount less than $50,000, is to be denominated in a currency other than Dollars or is not a standby (non-commercial) letter of credit. ; (ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if: (AC) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that which was not applicable on the Closing Date and that which the L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; ; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit; (E) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) ), with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s 's actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or . (FE) the Revolving Commitments have been terminated pursuant to Article VIII. (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) if the Revolving Commitments have been terminated pursuant to Article VIII.

Obligation to Issue or Amend. (i) The L/C Issuer shall not issue any Letter of Credit if: : (A) except as otherwise provided in Section 2.03(b)(iii), the expiry date would occur more than (I) in the case of a standby Letter of Credit, one year from the date of issuance or (II) in the case of a commercial Letter of Credit, 180 days from the date of issuance, in each case unless the Required Revolving Credit Lenders and the L/C Issuer shall have otherwise given their approval; (B) the expiry date of any such Letter of Credit would violate one or more policies of occur after the L/C Issuer; or (B) Expiration Date, unless the Revolving Credit Lenders and the L/C Issuer shall have otherwise given their approval or the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit is in an initial amount less than $50,000, is to be denominated in has been Cash Collateralized or back-stopped by a currency other than Dollars or is not a standby letter of credit.credit reasonably satisfactory to the 74 1010279941v18 (ii) The L/C Issuer shall not be under no any obligation to issue any Letter of Credit if: : (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; ; (B) the expiry date issuance of such requested Letter of Credit would occur violate any Law or one or more than twelve (12) months after policies of the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date; L/C Issuer; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and except as otherwise agreed by the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to and the requested date of issuance of Administrative Agent, such Letter of Credit is in an initial stated amount less than $100,000, in the case of a commercial Letter of Credit; , or $200,000, in the case of a standby Letter of Credit; (D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such Letter of Credit contains provisions for automatic reinstatement of the stated amount after any drawing thereunder; (F) any Revolving Credit Lender is at that such time a Defaulting Lender, unless the L/C Issuer has entered into arrangementsCash Collateral or other Adequate Assurance shall have been provided, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender arrangements to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv2.17(a)(vii)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIII. (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) the Revolving Commitments have been terminated pursuant to Article VIII.75 1010279941v18

Obligation to Issue or Amend. (i) The L/C Issuer shall not be under no obligation to issue any Letter of Credit if: (A) the issuance of such Letter of Credit would violate one or more internal policies of the L/C Issuer; or (B) such Letter of Credit is in an initial amount less than $50,000100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit, or is to be denominated in a currency other than Dollars or is not a standby letter of creditDollars. (ii) The L/C Issuer shall be under no obligation to not issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit L/C Expiration Date, unless all the Revolving Lenders have approved such expiry date; (D) one or more applicable conditions contained in Section 4.02 Article V shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit; (E) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (FE) the Revolving Commitments have been terminated pursuant to Article VIIISection 9.02. (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 Article V shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) the Revolving Commitments have been terminated pursuant to Article VIIISection 9.02.

Obligation to Issue or Amend. (i) The L/C Issuer Issuers shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the issuance expiry date of such requested Letter of Credit would violate one occur more than fifteen months after the date of issuance or more policies of last extension, unless the L/C IssuerRequired Multi-Currency Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit is would occur after the L/C Expiration Date, unless (1) all the Multi-Currency Lenders have approved such expiry date or (2) the applicable L/C Issuer shall have approved such expiry date; provided that in an initial amount less than $50,000the case of this clause (2), is the obligations of the Multi-Currency Lenders to be denominated fund any participation in a currency other than Dollars or is not a standby letter any Letter of credit.Credit that expires after the L/C Expiration Date shall terminate on the Termination Date; (ii) The L/C Issuer Issuers shall not be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable L/C Issuer from issuing such Letter of Credit, or any Law applicable to the applicable L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the applicable L/C Issuer shall prohibit, or request that the applicable L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the applicable L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the applicable L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the applicable L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the applicable L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry issuance of such Letter of Credit would violate any Law or one or more policies of the applicable L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent, such Letter of Credit is to be denominated in a currency other than Dollars or Alternative Currencies; (D) the applicable L/C Issuer does not as of the issuance date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date; (C) the expiry date of such requested Letter issue Letters of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit;currency; or (E) any Revolving Multi-Currency Lender is at that such time a Defaulting Lender, unless the L/C Issuer has entered into arrangementsAdequate Assurance shall have been provided, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender arrangements to eliminate the an L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv2.17(a)(viii)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the applicable L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIII. (iii) The L/C Issuers shall not amend any Letter of Credit if the applicable L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. (iv) The L/C Issuers shall not be under no any obligation to amend any Letter of Credit if: (A) the applicable L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (ivv) The L/C Issuer Issuers shall not amend act on behalf of the Multi-Currency Lenders with respect to any Letter Letters of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied issued by them and the documents associated therewith, and the L/C Issuer Issuers shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior all of the benefits and immunities (A) provided to the requested date Administrative Agent in Article X with respect to any acts taken or omissions suffered by the L/C Issuers in connection with Letters of amendment Credit issued by them or proposed to be issued by them and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included the L/C Issuers with respect to such Letter of Credit; or acts or omissions, and (B) as additionally provided herein with respect to the Revolving Commitments have been terminated pursuant to Article VIIIL/C Issuers.

Obligation to Issue or Amend. (i) The No L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension, unless the Administrative Agent and such L/C Issuer have approved such expiry date; (B) the expiry date of any requested Letter of Credit would occur after the L/C Expiration Date, unless all the L/C Revolving Lenders have approved such expiry date; (C) with respect to a Letter of Credit to be issued by a Dollar L/C Issuer, such Letter of Credit would violate one or more policies of the L/C Issuer; or (B) such Letter of Credit is in an initial amount less than $50,000, is to be denominated in a currency other than Dollars Dollars; or (D) with respect to a Letter of Credit to be issued by a Multicurrency L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars, Euros or is not Sterling (provided that the foregoing shall in no way limit the right of a standby letter Multicurrency L/C Issuer, in its sole discretion, to issue a Letter of creditCredit in any other Approved Currency). (ii) The No L/C Issuer shall be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the such L/C Issuer from issuing such Letter of Credit, or any Law applicable to the such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the such L/C Issuer shall prohibit, or request that the such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Amendment No. 6 Effective Date, or shall impose upon the such L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Amendment No. 6 Effective Date and that the such L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B1) the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of CreditCredit would violate any Law applicable to such L/C Issuer; (E2) any Revolving Lender is at that time a Defaulting Lender, unless the except as otherwise agreed by such L/C Issuer has entered into arrangementsand the Administrative Agent, including such Letter of Credit is in an initial stated amount less than the delivery Dollar Equivalent of Cash Collateral$20,000; (3) without derogation of clauses (a)(i)(C) and (D) above, satisfactory such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency (it being understood and agreed, for the avoidance of doubt, that no L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to will be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIII. (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time required to issue such Letter any Letters of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) the Revolving Commitments have been terminated pursuant to Article VIII.Brazilian Real);

Obligation to Issue or Amend. (i1) The L/C Issuer shall not issue any Letter of Credit if: (A) : subject to Section 2.03(b)(iii), the issuance expiry date of such requested Letter of Credit would violate one occur more than twelve (12) months after the date of issuance or more policies of last extension, unless the Administrative Agent and the L/C IssuerIssuer have approved such expiry date; or (B) or the expiry date of such requested Letter of Credit is in an initial amount less than $50,000would occur after the L/C Expiration Date, is to be denominated in a currency other than Dollars or is not a standby letter of creditunless all the Dollar Revolving Lenders have approved such expiry date. (ii2) The L/C Issuer shall not be under no any obligation to issue any Letter of Credit if: (A) : any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) ; the expiry date issuance of such requested Letter of Credit would occur more than twelve (12) months after violate any Law applicable to the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and L/C Issuer; except as otherwise agreed by the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to and the requested date of issuance of Administrative Agent, such Letter of Credit; (ECredit is in an initial stated amount less than $20,000; such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; except as otherwise agreed by the L/C Issuer, such Letter of Credit contains provisions for automatic reinstatement of the stated amount after any drawing thereunder; or a default of any Dollar Revolving Lender’s obligations to fund under Section 2.03(c) exists or any Dollar Revolving Lender is at that such time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) arrangements with the Borrower or such Dollar Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) risk with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the such Dollar Revolving Commitments have been terminated pursuant to Article VIIILender. (iii3) The L/C Issuer shall not be under no any obligation to amend any Letter of Credit if: (A) : the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) or the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv4) The L/C Issuer shall not amend act on behalf of the Dollar Revolving Lenders with respect to any Letter Letters of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied issued by it and the documents associated therewith, and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior all of the benefits and immunities (A) provided to the requested date Administrative Agent in Article X with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of amendment Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included the L/C Issuer with respect to such Letter of Credit; or acts or omissions, and (B) as additionally provided herein with respect to the Revolving Commitments have been terminated pursuant to Article VIIIL/C Issuer.

Obligation to Issue or Amend. (i) The L/C Issuer shall not issue any Letter of Credit Credit, if: (A) the issuance expiry date of such requested Letter of Credit would violate one or occur more policies than twelve months after the date of issuance, unless the L/C IssuerRequired Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit is in an initial amount less than $50,000would occur after the L/C Expiration Date, is to be denominated in a currency other than Dollars or is not a standby letter of creditunless all the Lenders have approved such expiry date. (ii) The L/C Issuer shall not be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that which was not applicable on the Closing Date and that which in each case the L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date issuance of such requested Letter of Credit would occur violate one or more than twelve (12) months after policies of the date L/C Issuer applicable to letters of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry datecredit generally; (C) except as otherwise agreed by the expiry date of Administrative Agent and the L/C Issuer, such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry dateis in an initial stated amount less than $50,000; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit;Credit is to be denominated in a currency other than Dollars; or (E) a default of any Revolving Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at that such time a Defaulting LenderLender hereunder, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) arrangements with the Parent Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) risk with respect to the Defaulting Lender arising from either the such Lender. (iii) The L/C Issuer shall not amend any Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which if the L/C Issuer has actual or potential Fronting Exposure, as it may elect would not be permitted at such time to issue such Letter of Credit in its sole discretion; or (F) amended form under the Revolving Commitments have been terminated pursuant to Article VIIIterms hereof. (iiiiv) The L/C Issuer shall be under no obligation to amend any Letter of Credit if: if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or , or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (ivv) The L/C Issuer shall not amend act on behalf of the Lenders with respect to any Letter Letters of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied issued by it and the documents associated therewith, and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior all of the benefits and immunities (A) provided to the requested date Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of amendment Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such Letter of Credit; or acts or omissions, and (B) as additionally provided herein with respect to the Revolving Commitments have been terminated pursuant to Article VIIIL/C Issuer.

Obligation to Issue or Amend. (i) The L/C Issuer shall not issue any Letter of Credit if: (A) the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date. (ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if: (A) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; or; (B) such Letter of Credit is in an initial amount less than $50,000, is to be denominated in a currency other than Dollars or is not a standby (non-commercial) letter of credit.; (ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if: (AC) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that which was not applicable on the Closing Date and that which the L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit; (E) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) ), with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or. (FE) the Revolving Commitments have been terminated pursuant to Article VIII. (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) if the Revolving Commitments have been terminated pursuant to Article VIII.

Obligation to Issue or Amend. (i) The Domestic L/C Issuer shall not issue any Domestic Letter of Credit if: (A) the issuance expiry date of any such Domestic Letter of Credit would violate occur more than one or more policies year from the date of issuance, unless the Required Domestic Revolving Lenders shall have otherwise given their approval; (B) the expiry date of any such Domestic Letter of Credit would occur after the Domestic L/C IssuerExpiration Date, unless either (1) the Required Domestic Revolving Lenders shall have otherwise given their approval or (2) on the Domestic L/C Expiration Date the Borrowers provide Cash Collateral on the Domestic L/C Expiration Date for any L/C Obligation which remains outstanding; or (BC) any such Domestic Letter of Credit is in an initial amount less than $50,000, is to be denominated in a currency used for purposes other than Dollars or is not a standby letter of creditthose permitted under Section 7.09, unless the Required Domestic Revolving Lenders shall have otherwise given their approval. (ii) The Domestic L/C Issuer shall be under no obligation to issue any Domestic Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Domestic L/C Issuer from issuing such Domestic Letter of Credit, or any Requirement of Law applicable to the Domestic L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Domestic L/C Issuer shall prohibit, or request that the Domestic L/C Issuer refrain from, the issuance of letters of credit generally or such Domestic Letter of Credit in particular or shall impose upon the Domestic L/C Issuer with respect to such Domestic Letter of Credit any restriction, reserve or capital requirement (for which the Domestic L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Domestic L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the Domestic L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date issuance of such requested Domestic Letter of Credit would occur violate any applicable Requirement of Law or one or more than twelve (12) months after policies of the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry dateDomestic L/C Issuer; (C) except as otherwise agreed by the expiry date of Domestic L/C Issuer and the Administrative Agent, such requested Domestic Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry dateis in an initial stated amount less than US$100,000; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior with respect to the requested date Domestic Letters of issuance of Credit, such Domestic Letter of Credit;Credit is to be denominated in a currency other than U.S. Dollars; or (E) a default of any Revolving Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at that such time a Defaulting Lender, unless the Domestic L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) arrangements with the Borrower Borrowers or such Revolving Lender to eliminate the Domestic L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) risk with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIIIsuch Lender. (iii) The Domestic L/C Issuer shall not amend any Domestic Letter of Credit if the Domestic L/C Issuer would not be permitted at such time to issue such Domestic Letter of Credit in its amended form under the terms hereof. (iv) The Domestic L/C Issuer shall be under no obligation to amend any Domestic Letter of Credit if: (A) the Domestic L/C Issuer would have no obligation at such time to issue such Domestic Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Domestic Letter of Credit does not accept the proposed amendment to such Domestic Letter of Credit. (ivv) The Domestic L/C Issuer shall not amend act on behalf of the Lenders with respect to any Letter Domestic Letters of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied issued by it and the documents associated therewith. The Domestic L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior all of the benefits and immunities (A) provided to the requested date Administrative Agent in Article X with respect to any acts taken or omissions suffered by the Domestic L/C Issuer in connection with Domestic Letters of amendment Credit issued by them or proposed to be issued by it and Issuer Documents pertaining to such Domestic Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included the Domestic L/C Issuer with respect to such Letter of Credit; or acts or omissions, and (B) as additionally provided herein with respect to the Revolving Commitments have been terminated pursuant to Article VIIIDomestic L/C Issuer.

Obligation to Issue or Amend. (i) The L/C Issuer Issuers shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the issuance expiry date of such requested Letter of Credit would violate one occur more than twelve months after the date of issuance or more policies of last extension, unless the L/C IssuerRequired Lenders for the respective facility hereunder have approved such expiry date; or (B) the expiry date of such requested Letter of Credit is in an initial amount less than $50,000would occur after the L/C Expiration Date, is to be denominated in a currency other than Dollars or is not a standby letter of credit.unless all the respective Lenders have approved such expiry date; (ii) The L/C Issuer Issuers shall not be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable L/C Issuer from issuing such Letter of Credit, or any Law applicable to the applicable L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the applicable L/C Issuer shall prohibit, or request that the applicable L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the applicable L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the applicable L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the applicable L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the applicable L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry issuance of such Letter of Credit would violate any Law or one or more policies of the applicable L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent, such Letter of Credit is to be denominated in a currency other than (i) Dollars or Alternative Currencies, in the case of Letters of Credit issued under the USD Revolving Commitments, and (ii) Indian Rupees, in the case of Letters of Credit issued under the India Revolving Commitments; (D) the applicable L/C Issuer does not as of the issuance date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date; (C) the expiry date of such requested Letter issue Letters of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit;currency; or (E) any Revolving Lender is at that such time a Defaulting Lender, unless the L/C Issuer has entered into arrangementsAdequate Assurance shall have been provided, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender arrangements to eliminate the an L/C Issuer’s 's actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv2.17(a)(viii)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the applicable L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIII. (iii) The L/C Issuers shall not amend any Letter of Credit if the applicable L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. (iv) The L/C Issuers shall not be under no any obligation to amend any Letter of Credit if: (A) the applicable L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (ivv) The L/C Issuer Issuers shall not amend act on behalf of the Lenders with respect to any Letter Letters of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied issued by them and the documents associated therewith, and the L/C Issuer Issuers shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior all of the benefits and immunities (A) provided to the requested date Administrative Agent in Article X with respect to any acts taken or omissions suffered by the L/C Issuers in connection with Letters of amendment Credit issued by them or proposed to be issued by them and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included the L/C Issuers with respect to such Letter of Credit; or acts or omissions, and (B) as additionally provided herein with respect to the Revolving Commitments have been terminated pursuant to Article VIIIL/C Issuers.

Obligation to Issue or Amend. (i) The L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the issuance expiry date of such requested Letter of Credit would violate one or occur more policies than twelve months after the date of issuance, unless the L/C IssuerRequired Revolving Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit is in an initial amount less than $50,000would occur after the L/C Expiration Date, is to be denominated in a currency other than Dollars or is not a standby letter of credit.unless all the Revolving Lenders have approved such expiry date; or (ii) The L/C Issuer shall not be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the L/C Issuer and the Administrative Agent, such Letter of Credit is in an initial face amount less than $500,000; (D) except as otherwise agreed by the Administrative Agent, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) the L/C Issuer does not as of the issuance date of such requested Letter of Credit would occur more than twelve (12) months after issue Letters of Credit in the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry daterequested currency; (CF) the expiry date of such requested Letter of Credit would occur contains provisions for automatic reinstatement of the stated amount after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date;any drawing thereunder; or (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit; (EG) any Revolving Lender is at that such time an Impacted Lender or a Defaulting Lender, whether on account of a failure to fund its obligations under Section 2.03(c) or otherwise, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments shall have been terminated pursuant to Article VIIIprovided Adequate Assurance. (iii) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. (iv) The L/C Issuer shall not be under no any obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) the Revolving Commitments have been terminated pursuant to Article VIII.

Obligation to Issue or Amend. (i) The L/C Issuer Issuers shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the issuance expiry date of such requested Letter of Credit would violate one occur more than fifteen months after the date of issuance or more policies of last extension, unless the L/C IssuerRequired Lenders for the respective facility hereunder have approved such expiry date; or (B) the expiry date of such requested Letter of Credit is would occur after the L/C Expiration Date, unless (1) all the Lenders have approved such expiry date or (2) the applicable L/C Issuer shall have approved such expiry date; provided that in an initial amount less than $50,000the case of this clause (2), is the obligations of the Lenders to be denominated fund any participation in a currency other than Dollars or is not a standby letter any Letter of credit.Credit that expires after the L/C Expiration Date shall terminate on the Termination Date; (ii) The L/C Issuer Issuers shall not be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable L/C Issuer from issuing such Letter of Credit, or any Law applicable to the applicable L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the applicable L/C Issuer shall prohibit, or request that the applicable L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the applicable L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the applicable L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the applicable L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the applicable L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry issuance of such Letter of Credit would violate any Law or one or more policies of the applicable L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent, such Letter of Credit is to be denominated in a currency other than Dollars or Alternative Currencies; (D) the applicable L/C Issuer does not as of the issuance date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date; (C) the expiry date of such requested Letter issue Letters of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit;currency; or (E) any Revolving Lender is at that such time a Defaulting Lender, unless the L/C Issuer has entered into arrangementsAdequate Assurance shall have been provided, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender arrangements to eliminate the an L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv2.17(a)(viii)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the applicable L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIII. (iii) The L/C Issuers shall not amend any Letter of Credit if the applicable L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. (iv) The L/C Issuers shall not be under no any obligation to amend any Letter of Credit if: (A) the applicable L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (ivv) The L/C Issuer Issuers shall not amend act on behalf of the Lenders with respect to any Letter Letters of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied issued by them and the documents associated therewith, and the L/C Issuer Issuers shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior all of the benefits and immunities (A) provided to the requested date Administrative Agent in Article X with respect to any acts taken or omissions suffered by the L/C Issuers in connection with Letters of amendment Credit issued by them or proposed to be issued by them and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included the L/C Issuers with respect to such Letter of Credit; or acts or omissions, and (B) as additionally provided herein with respect to the Revolving Commitments have been terminated pursuant to Article VIIIL/C Issuers.

Obligation to Issue or Amend. (i) The No L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension, unless the Administrative Agent and such L/C Issuer have approved such expiry date; (B) the expiry date of any requested Letter of Credit would occur after the L/C Expiration Date, unless all the L/C Revolving Lenders have approved such expiry date; (C) with respect to a Letter of Credit to be issued by a Dollar L/C Issuer, such Letter of Credit would violate one or more policies of the L/C Issuer; or (B) such Letter of Credit is in an initial amount less than $50,000, is to be denominated in a currency other than Dollars Dollars; or (D) with respect to a Letter of Credit to be issued by a Multicurrency L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars, Euros or is not Sterling (provided that the foregoing shall in no way limit the right of a standby letter Multicurrency L/C Issuer, in its sole discretion, to issue a Letter of creditCredit in any other Approved Currency). (ii) The No L/C Issuer shall be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the such L/C Issuer from issuing such Letter of Credit, or any Law applicable to the such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the such L/C Issuer shall prohibit, or request that the such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the such L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the such L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date issuance of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved violate any Law applicable to such expiry dateL/C Issuer; (C) except as otherwise agreed by such L/C Issuer and the expiry date of Administrative Agent, such requested Letter of Credit would occur after is in an initial stated amount less than the Letter Dollar Equivalent of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date$20,000; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of CreditCredit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) except as otherwise agreed by such L/C Issuer, such Letter of Credit contains provisions for automatic reinstatement of the stated amount after any drawing thereunder; and (F) any Dollar Revolving Lender or Limited Currency Revolving Lender is at that time a Defaulting Lender, unless the such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the such L/C Issuer (in its sole discretion) with the Parent Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure L/C Obligations (after giving effect to Section 2.15(a)(iv)2.16) with respect to the such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIIIexposure. (iii) The No L/C Issuer shall be under no any obligation to amend any Letter of Credit if: (A) the such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or; (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit; or (C) such Letter of Credit was issued by a L/C Issuer that is the issuer of no Letters of Credit hereunder other than Existing Letters of Credit. (iv) The applicable L/C Issuer shall not amend act on behalf of the L/C Revolving Lenders with respect to any Letter Letters of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied issued by it and the documents associated therewith, and such L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior all of the benefits and immunities (A) provided to the requested date Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with such Letters of amendment Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included such Letter of Credit; or L/C Issuer with respect to such acts or omissions, and (B) the Revolving Commitments have been terminated pursuant as additionally provided herein with respect to Article VIIIsuch L/C Issuer.

Obligation to Issue or Amend. (i) The L/C Issuer shall not issue any Letter of Credit Credit, if: (A) the issuance expiry date of such requested Letter of Credit would violate one or occur more policies than twelve months after the date of issuance, unless the L/C IssuerRequired Revolving Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit is in an initial amount less than $50,000would occur after the L/C Expiration Date, is to be denominated in a currency unless all the Lenders with Revolving Commitments (other than Dollars or is not a standby letter of creditDefaulting Lenders) have approved such expiry date. (ii) The L/C Issuer shall not be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that which was not applicable on the Closing Date and that which in each case the L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date issuance of such requested Letter of Credit would occur violate one or more than twelve (12) months after policies of the date L/C Issuer applicable to letters of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry datecredit generally; (C) except as otherwise agreed by the expiry date of Administrative Agent and the L/C Issuer, such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry dateis in an initial stated amount less than $50,000; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit;Credit is to be denominated in a currency other than Dollars; or (E) a default of any Revolving Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at that such time a Defaulting LenderLender hereunder, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) arrangements with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) risk with respect to the Defaulting Lender arising from either the such Lender. (iii) The L/C Issuer shall not amend any Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which if the L/C Issuer has actual or potential Fronting Exposure, as it may elect would not be permitted at such time to issue such Letter of Credit in its sole discretion; or (F) amended form under the Revolving Commitments have been terminated pursuant to Article VIIIterms hereof. (iiiiv) The L/C Issuer shall be under no obligation to amend any Letter of Credit if: if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or , or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (ivv) The L/C Issuer shall not amend act on behalf of the Lenders with respect to any Letter Letters of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied issued by it and the documents associated therewith, and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior all of the benefits and immunities (A) provided to the requested date Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of amendment Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of such Letter of Credit; or (B) Credit as fully as if the Revolving Commitments have been terminated pursuant to Article VIII.term “Administrative

Obligation to Issue or Amend. (i) The No L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the issuance expiry date of such requested Letter of Credit would violate one occur more than twelve (12) months after the date of issuance or more policies of last extension, unless the Administrative Agent and applicable L/C IssuerIssuer (if other than the Administrative Agent) have approved such expiry date; or (B) the expiry date of such requested Letter of Credit is in an initial amount less than $50,000would occur after the L/C Expiration Date, is to be denominated in a currency other than Dollars or is not a standby letter of creditunless all the Revolving Lenders have approved such expiry date. (ii) The No L/C Issuer shall be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the such L/C Issuer from issuing such Letter of Credit, or any Law applicable to the such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the such L/C Issuer shall prohibit, or request that the such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the such L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the such L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date issuance of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved violate any Law applicable to such expiry dateL/C Issuer; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date[Reserved]; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of CreditCredit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) except as otherwise agreed by such L/C Issuer, such Letter of Credit contains provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) a default of any Revolving Lender’s obligations to fund under Section 2.03(c) exists or any Revolving Lender is at that such time a Defaulting Lender, unless the such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) arrangements with the Borrower or such Revolving Lender to eliminate the such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) risk with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the such Revolving Commitments have been terminated pursuant to Article VIIILender. (iii) The No L/C Issuer shall be under no any obligation to amend any Letter of Credit if: (A) the such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The Each L/C Issuer shall not amend act on behalf of the applicable Revolving Credit Lenders with respect to any Letter Letters of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied issued by it and the documents associated therewith, and each L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior all of the benefits and immunities (A) provided to the requested date Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of amendment Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included such Letter of Credit; or L/C Issuer with respect to such acts or omissions, and (B) the Revolving Commitments have been terminated pursuant as additionally provided herein with respect to Article VIIIsuch L/C Issuer.

Obligation to Issue or Amend. (i) The (i) No L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension, unless the Administrative Agent and such L/C Issuer have approved such expiry date; (B) the expiry date of any requested Letter of Credit would occur after the L/C Expiration Date, unless all the L/C Revolving Lenders have approved such expiry date; (C) with respect to a Letter of Credit to be issued by a Dollar L/C Issuer, such Letter of Credit would violate one or more policies of the L/C Issuer; or (B) such Letter of Credit is in an initial amount less than $50,000, is to be denominated in a currency other than Dollars Dollars; or (D) with respect to a Letter of Credit to be issued by a Multicurrency L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars, Euros or is not Sterling (provided that the foregoing shall in no way limit the right of a standby letter Multicurrency L/C Issuer, in its sole discretion, to issue a Letter of creditCredit in any other Approved Currency). (ii) The (ii) No L/C Issuer shall be under no any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the such L/C Issuer from issuing such Letter of Credit, or any Law applicable to the such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the such L/C Issuer shall prohibit, or request that the such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing ClosingAmendment No. 2 Effective Date, or shall impose upon the such L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing ClosingAmendment No. 2 Effective Date and that the such L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date issuance of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved violate any Law applicable to such expiry dateL/C Issuer; (C) except as otherwise agreed by such L/C Issuer and the expiry date of Administrative Agent, such requested Letter of Credit would occur after is in an initial stated amount less than the Letter Dollar Equivalent of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date$20,000; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of CreditCredit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) except as otherwise agreed by such L/C Issuer, such Letter of Credit contains provisions for automatic reinstatement of the stated amount after any drawing thereunder; and (F) any Dollar Revolving Lender or Limited Currency Revolving Lender is at that time a Defaulting Lender, unless the such L/C Issuer has entered into arrangements, including the delivery of Cash Collateralcash collateral, reasonably satisfactory to the such L/C Issuer (in its sole discretion) with the Parent Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure L/C Obligations (after giving effect to Section 2.15(a)(iv)2.16) with respect to the such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Revolving Commitments have been terminated pursuant to Article VIIIexposure. (iii) The (iii) No L/C Issuer shall be under no any obligation to amend any Letter of Credit if: : (A) the (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) the Revolving Commitments have been terminated pursuant to Article VIII.;

Obligation to Issue or Amend. (i) The L/C Issuer shall not issue any Letter of Credit if: (A) the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Lenders (other than Defaulting Lenders) have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date. (ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if: (A) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; or; (B) such Letter of Credit is in an initial amount less than $50,000, is to be denominated in a currency other than Dollars or is not a standby (non-commercial) letter of credit.; (ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if: (AC) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that which was not applicable on the Closing Date and that which the L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Revolving Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; (D) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of issuance of such Letter of Credit; (E) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) ), with the Parent Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or. (FE) the Revolving Commitments have been terminated pursuant to Article VIII. (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall not amend any Letter of Credit if: (A) one or more applicable conditions contained in Section 4.02 shall not then be satisfied and if the L/C Issuer shall have received written notice thereof from any Revolving Lender or any Credit Party at least one Business Day prior to the requested date of amendment of such Letter of Credit; or (B) the Revolving Commitments have been terminated pursuant to Article VIII.