Common use of Types and Amounts Clause in Contracts

Types and Amounts. The Issuing Bank shall not have any obligation to Issue, and shall not Issue any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to the Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed $15,000,000 or any limit imposed by law or regulation upon the Issuing Bank; (ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 12:00 p.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that immediately after giving effect to the Issuance of such Letter of Credit, (1) the Letter of Credit Obligations at such time would exceed $15,000,000 or (2) the Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount at such time, or (B) from the Administrative Agent or any of the Lenders at or before 12:00 p.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that one or more of the condi tions precedent contained in Article V, as applicable, would not on such date be satisfied (or waived pursuant to Section 13.09), unless such conditions are thereafter satisfied or waived and written notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and the Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Article V, as applicable, have been satisfied or waived); or (iii) which has an expiration date later than the earlier of (A) the date which occurs 180 days following the date of Issuance with respect to a Commercial Letter of Credit or the date which occurs 360 days following the date of Issuance with respect to a Standby Letter of Credit or (B) the fifth Business Day immediately preceding the Revolving Termination Date; or (iv) which is in a currency other than Dollars.

Types and Amounts. The An Issuing Bank shall not have any obligation to Issue, and shall not Issue Issue, any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to the such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed $15,000,000 or any limit imposed by law or regulation upon the such Issuing Bank; (ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 12:00 p.m. 11:00 a.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that that, immediately after giving effect to the Issuance of such Letter of Credit, (1I) the Letter of Credit Obligations at such time would exceed $15,000,000 60,000,000 or (2II) the Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount at such time, or (B) from the Administrative Agent or any of the Requisite Lenders at or before 12:00 p.m. 11:00 a.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that one or more of the condi tions conditions precedent contained in Article V, as applicable, Section 5.01 (with respect to an Issuance of a Letter of Credit on the Effective Date) or Section 5.02 would not on such date be satisfied (or waived pursuant to Section 13.09)satisfied, unless such conditions are thereafter satisfied or waived and written notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and the an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Article VSections 5.01 or 5.02, as applicable, have been satisfied or waivedsatisfied); or (iii) which has an expiration date later than the earlier of (A) the date which occurs 360 days following the date of Issuance with respect to a Standby Letter of Credit or 180 days following the date of Issuance with respect to a Commercial Letter of Credit or the date which occurs 360 days following the date of Issuance with respect to a Standby Letter of Credit or (B) the fifth Business Day immediately preceding day which is the Revolving 180th day following the Commitment Termination Date; or (iv) which is in a currency other than Dollars.

Types and Amounts. The Issuing Bank shall not have any ----------------- obligation to Issue, and shall not Issue any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to the Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed $15,000,000 50,000,000 or any limit imposed by law or regulation upon the Issuing Bank; (ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 12:00 3:00 p.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that immediately after giving effect to the Issuance of such Letter of Credit, (1) the Letter of Credit Obligations at such time would exceed $15,000,000 50,000,000 or (2) the Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount at such time, or (B) from the Administrative Agent or any of the Requisite Lenders at or before 12:00 1:00 p.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that one or more of the condi tions conditions precedent contained in Article V, as applicable, would not on such date be satisfied (or waived pursuant to Section 13.09), unless such conditions ------------- are thereafter satisfied or waived and written notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and the Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Article V, as applicable, have been satisfied or waived); or (iii) which has if the Letter of Credit requested would have an expiration date later than the earlier of (A) the date which occurs 180 days following the date of Issuance with respect to a Commercial Letter of Credit or the date which occurs 360 days following the date of Issuance with respect to a Standby Letter of Credit or (B) the fifth five Business Day Days immediately preceding the Revolving Commitment Termination Date; provided that any Letter of Credit may, by its terms, be -------- renewable or automatically renew for successive periods of up to one year so long as such Letter of Credit expires on or prior to the date referred to in clause (B) above; or (iv) which is in a currency other than Dollars.

Types and Amounts. The An Issuing Bank shall not have any obligation to Issue, and shall not Issue any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to the such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed $15,000,000 or any limit imposed by law or regulation upon the such Issuing Bank; (ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 12:00 p.m. 11:00 a.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that immediately after giving effect to the Issuance of such Letter of Credit, (1) the Letter of Credit Obligations at such time would exceed $15,000,000 or (2) the Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount at such time, (2) the undrawn face amount of the Letter of Credit Obligations denominated in Alternative Currencies, when aggregated with all other Revolving Credit Obligations denominated in Alternative Currencies, would exceed the Multicurrency Sublimit, or (3) in the case such Letter of Credit is being issued for the account of a Foreign Borrower, the Revolving Credit Obligations owing by such Foreign Borrower at such time would exceed such Foreign Borrower's Foreign Borrower Sublimit or (B) from the Administrative Agent or any of the Lenders at or before 12:00 p.m. 11:00 a.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that one or more of the condi tions conditions precedent contained in Article VSections 5.01 or 5.02, as applicable, would not on such date be satisfied (or waived pursuant to Section 13.0913.07), unless such conditions are thereafter satisfied or waived and written notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and the an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions -48- 50 precedent set forth in Article VSections 5.01 or 5.02, as applicable, have been satisfied or waived); or (iii) which has an expiration date later than the earlier of (A) the date which occurs 180 days following one (1) year after the date of Issuance with respect issuance (without regard to a Commercial Letter of Credit or the date which occurs 360 days following the date of Issuance with respect to a Standby Letter of Credit any renewal provisions thereof) or (B) the fifth Business Day immediately preceding the Revolving Credit Termination Date; or (iv) which is in a currency other than DollarsDollars or an Alternative Currency in which such Issuing Bank is then issuing letters of credit.

Types and Amounts. The An Issuing Bank shall not have any obligation to Issue, and shall not Issue Issue, any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to the such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed $15,000,000 or any limit imposed by law or regulation upon the such Issuing Bank; (ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 12:00 p.m. 11:00 a.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that that, immediately after giving effect to the Issuance of such Letter of Credit, (1I) the Letter of Credit Obligations at such time would exceed $15,000,000 60,000,000 or (2II) the Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount at such time, or (B) from the Administrative Agent or any of the Requisite Lenders at or before 12:00 p.m. 11:00 a.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that one or more of the condi tions conditions precedent contained in Article V, as applicable, Section 5.01 (with respect to an Issuance of a Letter of Credit on the Closing Date) or Section 5.02 would not on such date be satisfied (or waived pursuant to Section 13.09)satisfied, unless such conditions are thereafter satisfied or waived and written notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and the an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Article VSections 5.01 or 5.02, as applicable, have been satisfied or waivedsatisfied); or (iii) which has an expiration date later than the earlier of (A) the date which occurs 360 days following the date of Issuance with respect to a Standby Letter of Credit or 180 days following the date of Issuance with respect to a Commercial Letter of Credit or the date which occurs 360 days following the date of Issuance with respect to a Standby Letter of Credit or (B) the fifth Business Day immediately preceding day which is the Revolving 180th day following the Commitment Termination Date; or (iv) which is in a currency other than Dollars.

Types and Amounts. The An Issuing Bank shall not have any obligation to Issueissue, amend or extend, and shall not Issue issue, amend or extend, any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to the such Issuing Bank, after giving effect to the Issuance issuance, amendment or extension of the Letter of Credit requested hereunder, shall exceed $15,000,000 or any limit imposed by law or regulation upon the such Issuing Bank; (ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 12:00 p.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that if, immediately after giving effect to the Issuance issuance, amendment or extension of such Letter of Credit, (1) the Letter of Credit Obligations at such time would exceed $15,000,000 50,000,000 with respect to all Letters of Credit, or (2) the Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount at such time, or (B3) from the Administrative Agent or aggregate amount of all outstanding Letters of Credit issued by any of the Lenders Issuing Bank at or before 12:00 p.m. (New York time) on the date of the proposed Issuance of such any time would exceed its Letter of Credit that Commitment at such time (unless otherwise agreed by such Issuing Bank), or (4) such Issuing Bank’s Revolving Credit Exposure would exceed its Revolving Credit Commitment, or (5) one or more of the condi tions conditions precedent contained in Article VSections 6.1 or 6.2, as applicable, would not on such date be satisfied (or waived pursuant to Section 13.09)satisfied, unless such conditions are thereafter satisfied or waived and written notice of such satisfaction or waiver is given to the such Issuing Bank by the Administrative Agent (and the such Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Article VSections 6.1 or 6.2, as applicable, have been satisfied or waivedsatisfied); or; (iii) which has an expiration date later than the earlier first anniversary of (A) the date which occurs 180 days following the date of Issuance with respect to a Commercial Letter of then Revolving Credit or the date which occurs 360 days following the date of Issuance with respect to a Standby Letter of Credit or (B) the fifth Business Day immediately preceding the Revolving Termination Date; or; (iv) which is in a currency other than Dollars; (A) where the beneficiary of such Letter of Credit is a Sanctioned Person, (B) to secure any transaction or the undertaking of any activity or business of or with any Sanctioned Person, or in any country or territory, that at the time of such issuance is the subject of any Sanctions or (C) in any manner that would result in a violation of any Sanctions by any party to this Agreement; (vi) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing the Letter of Credit, or any Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; or (vii) if the issuance of the Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally. For the avoidance of doubt, if the Administrative Agent (and/or any other Lender or Affiliate of a Lender designated by the Borrower, with such Lender’s consent, to issue a Letter of Credit) are not obligated or permitted pursuant to any of the preceding paragraphs of this Section 3.1(a) to issue a Letter of Credit but another Lender designated by the Borrower, with such Lender’s consent, to issue such Letter of Credit (a “Replacement Issuing Bank”) is not prohibited from issuing such Letter of Credit pursuant to any of the preceding paragraphs of this Section 3.1(a), then the Replacement Issuing Bank shall, subject to the other provisions of this Agreement, issue such Letter of Credit. The Borrower may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Issuing Bank; provided that the Borrower shall not reduce the Letter of Credit Commitment of any Issuing Bank if, after giving effect of such reduction, the conditions set forth in clause (ii) above shall not be satisfied.

Types and Amounts. The An Issuing Bank shall not have any obligation to Issue, and shall not not, except as otherwise agreed by the Requisite Lenders and Issuing Bank (except with respect to any notification received by an Issuing Bank pursuant to Section 2.02(a)(ii)(A), which shall require the agreement of all of the Lenders and the Issuing Bank), Issue any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to the such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed $15,000,000 or any limit imposed by law or regulation upon the such Issuing Bank; (ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 12:00 p.m. 11:00 a.m. (New York or London time, as applicable, with respect to a Letter of Credit Issued under the Domestic Facility or the Multicurrency Facility, respectively) on the date of the proposed Issuance of such Letter of Credit that that, immediately after giving effect to the Issuance of such Letter of Credit, (1) the Letter Credit Facility Outstandings in respect of Credit Obligations at such time would exceed $15,000,000 the Domestic Facility or (2) the Revolving Credit Obligations Multicurrency Facility, as applicable, at such time would exceed the Maximum Revolving Credit Amount at for such time, Credit Facility or (B) from the Administrative Agent or any of the Lenders at or before 12:00 p.m. 11:00 a.m. (New York or London time, as applicable, with respect to a Letter of Credit Issued under the Domestic Facility or the Multicurrency Facility, respectively) on the date of the proposed Issuance of such Letter of Credit that one or more of the condi tions conditions precedent contained in Article V, as applicable, Sections 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) and 5.02 would not on such date be satisfied (or waived pursuant to Section 13.0914.07), unless such conditions are thereafter satisfied or waived and written notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and the an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Article VSections 5.01 or 5.02, as applicable, have been satisfied or waived); or; (iii) which has an expiration date later than the earlier of (A) the date which occurs 180 days following one (1) year after the date of Issuance with respect to a Commercial Letter of Credit or the date which occurs 360 days following the date of Issuance with respect to a Standby Letter of Credit or (B) the fifth Business Day immediately next preceding the Revolving Termination Date; orprovided, that a Letter of Credit may have an expiration date later than the Business Day next preceding the Termination Date or any date within one year after the Issuance date therefor so long as, with respect to any Letter of Credit that would expire after the Termination Date, the Borrowers, at least five Business Days prior to the Termination Date, satisfy the Letter of Credit Cash Collateralization Conditions in respect of such Letter of Credit; provided, further, that, with respect to any Letter of Credit which remains outstanding following the Termination Date, no such amount posted as collateral in respect of any such Letter of Credit shall be returned to the Borrowers until such Letter of Credit has expired or been replaced or all Obligations with respect to such Letter of Credit have been paid in full or terminated. (iv) which is in a currency other than Dollars(A) a Dollars with respect to Letters of Credit requested by the Domestic Borrowers and (B) a Specified Foreign Currency with respect to Letters of Credit requested by the Multicurrency Borrowers; (v) the Issuance and terms of which is governed by the laws of any jurisdiction other than the United States, England or any other jurisdiction which is approved by the Administrative Agent and the applicable Issuing Bank; or (vi) of which the date of Issuance is less than eleven (11) Business Days before the Termination Date.

Types and Amounts. The An Issuing Bank shall not have any obligation to Issueissue, amend or extend, and shall not Issue issue, amend or extend, any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to the such Issuing Bank, after giving effect to the Issuance issuance, amendment or extension of the Letter of Credit requested hereunder, shall exceed $15,000,000 or any limit imposed by law or regulation upon the such Issuing Bank; (ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 12:00 p.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that if, immediately after giving effect to the Issuance issuance, amendment or extension of such Letter of Credit, (1) the Letter of Credit Obligations at such time would exceed $15,000,000 50,000,000<3,000,000> with respect to all Letters of Credit, or (2) the Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount at such time, or (B3) from the Administrative Agent or aggregate amount of all outstanding Letters of Credit issued by any of the Lenders Issuing Bank at or before 12:00 p.m. (New York time) on the date of the proposed Issuance of such any time would exceed its Letter of Credit that Commitment at such time (unless otherwise agreed by such Issuing Bank), or (4) such Issuing Bank’s Revolving Credit Exposure would exceed its Revolving Credit Commitment, or (5) one or more of the condi tions conditions precedent contained in Article VSections 6.1 or 6.2, as applicable, would not on such date be satisfied (or waived pursuant to Section 13.09)satisfied, unless such conditions are thereafter satisfied or waived and written notice of such satisfaction or waiver is given to the such Issuing Bank by the Administrative Agent (and the such Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Article VSections 6.1 or 6.2, as applicable, have been satisfied or waivedsatisfied); or; (iii) which has an expiration date later than the earlier first anniversary of (A) the date which occurs 180 days following the date of Issuance with respect to a Commercial Letter of then Revolving Credit or the date which occurs 360 days following the date of Issuance with respect to a Standby Letter of Credit or (B) the fifth Business Day immediately preceding the Revolving Termination Date; or; (iv) which is in a currency other than Dollars; (A) where the beneficiary of such Letter of Credit is a Sanctioned Person, (B) to secure any transaction or the undertaking of any activity or business of or with any Sanctioned Person, or in any country or territory, that at the time of such issuance is the subject of any Sanctions or (C) in any manner that would result in a violation of any Sanctions by any party to this Agreement; (vi) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing the Letter of Credit, or any Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; or (vii) if the issuance of the Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally. For the avoidance of doubt, if the Administrative Agent (and/or any other Lender or Affiliate of a Lender designated by the Borrower, with such Lender’s consent, to issue a Letter of Credit) are not obligated or permitted pursuant to any of the preceding paragraphs of this Section 3.1(a) to issue a Letter of Credit but another Lender designated by the Borrower, with such Lender’s consent, to issue such Letter of Credit (a “Replacement Issuing Bank”) is not prohibited from issuing such Letter of Credit pursuant to any of the preceding paragraphs of this Section 3.1(a), then the Replacement Issuing Bank shall, subject to the other provisions of this Agreement, issue such Letter of Credit. The Borrower may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Issuing Bank; provided that the Borrower shall not reduce the Letter of Credit Commitment of any Issuing Bank if, after giving effect of such reduction, the conditions set forth in clause (ii) above shall not be satisfied.

Types and Amounts. The An Issuing Bank shall not have any obligation to Issue, and shall not not, except as otherwise agreed by the Requisite Lenders and Issuing Bank (except with respect to any notification received by an Issuing Bank pursuant to Section 2.02(a)(ii)(A), which shall require the agreement of all of the Lenders and the Issuing Bank), Issue any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to the such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed $15,000,000 or any limit imposed by law or regulation upon the such Issuing Bank; (ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 12:00 p.m. 11:00 a.m. (New York or Toronto time) on the date of the proposed Issuance of such Letter of Credit that that, immediately after giving effect to the Issuance of such Letter of Credit, (1) the Letter of Credit Obligations at such time would exceed $15,000,000 or (2) the Revolving Credit Obligations in respect of the U.S. Facility or the Canadian Facility, as applicable, at such time would exceed the Maximum Revolving Credit Amount at for such time, Credit Facility or (B) from the Administrative Agent or any of the Lenders at or before 12:00 p.m. 11:00 a.m. (New York or Toronto time) on the date of the proposed Issuance of such Letter of Credit that one or more of the condi tions conditions precedent contained con tained in Article V, as applicable, Sections 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) or 5.02 would not on such date be satisfied (or waived pursuant to Section 13.0913.07), unless such conditions are thereafter satisfied or waived and written notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and the an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Article VSections 5.01 or 5.02, as applicable, have been satisfied or waived); or; (iii) which has an expiration date later than the earlier of (A) the date which occurs 180 days following one (1) year after the date of Issuance with respect to a Commercial Letter of Credit or the date which occurs 360 days following the date of Issuance with respect to a Standby Letter of Credit or (B) the fifth Business Day immediately next preceding the Revolving Credit Termination Date, provided that it is agreed and understood that notwithstanding the termination of any Letter of Credit pursuant to its terms, the beneficiary under such Letter of Credit may, in accordance with applicable law, continue to make drawings thereunder; or (iv) which is in a currency other than Dollars(A) an Available Currency with respect to Letters of Credit requested by the Domestic Borrowers and (B) Dollars or Canadian Dollars with respect to Letters of Credit requested by the Canadian Borrower; or (v) the Issuance and terms of which is governed by the laws of any jurisdiction other than the United States, Canada, the United Kingdom, France or any other jurisdiction which is approved by the Agent and the applicable Issuing Bank.

Types and Amounts. The No Issuing Bank shall not have any obligation to Issue, and, with respect to clauses (i) through (iii) and (v) below, shall not except as otherwise agreed by the Majority Banks and such Issuing Bank (except with respect to any notification received by an Issuing Bank pursuant to Section 2.05(a)(ii)(A), which shall require the agreement of all of the Banks and such Issuing Bank), Issue any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to the such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed $15,000,000 or any limit imposed by law or regulation upon such Issuing Bank or (unless otherwise agreed by such Issuing Bank in its sole and absolute discretion) the Letter of Credit Fronting Sublimit of such Issuing Bank; (ii) if the such Issuing Bank receives written notice (A) from the Administrative Agent at or before 12:00 p.m. 11:00 A.M. (New York City time) on the date of the proposed Issuance of such Letter of Credit that that, immediately after giving effect to the Issuance of such Letter of Credit, (1) the Letter of Credit Obligations at such time would exceed $15,000,000 or (2w) the Revolving Credit Obligations at such time would exceed the Maximum Revolving Total Commitment, (x) the outstanding Letter of Credit Amount at Obligations would exceed the amount of the Letter of Credit Sublimit, (y) the aggregate outstanding principal amount of the A Advances of any Bank, plus such timeBank’s Letter of Credit Participations and Swing Line Participations shall exceed such Bank’s Commitments, or (z) the aggregate outstanding principal amount of the A Advances and Letter of Credit Obligations denominated in Alternative Currencies shall exceed the Alternative Currency Sublimit, or (B) from the Administrative Agent or any of the Lenders Banks at or before 12:00 p.m. 11:00 A.M. (New York City time) on the date of the proposed Issuance of such Letter of Credit that one or more of the condi tions conditions precedent contained in Article VSections 3.01 (solely with respect to an Issuance of a Letter of Credit on the Amendment and Restatement Effective Date, as if applicable) or 3.02, would not on such date be satisfied (or waived pursuant to Section 13.09)satisfied, unless such conditions are thereafter satisfied or waived and written notice of such satisfaction or waiver is given to the such Issuing Bank by the Administrative Agent (and the such Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Article VSections 3.01 or 3.02, as applicable, have been satisfied or waived); or; (iii) which has an expiration date later than the earlier of (A) the date which occurs 180 days following one (1) year after the date of Issuance with respect to a Commercial Letter of Credit or the date which occurs 360 days following the date of Issuance with respect to a Standby Letter of Credit or (B) except as otherwise set forth in Section 2.05(j), the fifth Business Day immediately preceding five (5) Business Days prior to the Revolving Stated Termination Date; or; (iv) which is in a currency other than DollarsDollars or a Primary Currency, or if agreed to by each Bank and such Issuing Bank in their absolute and sole discretion, an Alternative Currency that is not a Primary Currency; (v) the Issuance and terms of which are governed by the laws of any jurisdiction other than the United States or any other jurisdiction which is approved by the Agent and such Issuing Bank (which approval shall not be unreasonably withheld or delayed); (vi) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable Issuing Bank from issuing such Letter of Credit, or any law applicable to the applicable Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the applicable Issuing Bank shall prohibit, or request that the applicable Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the applicable Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the applicable Issuing Bank is not otherwise compensated hereunder) not in effect on the Amendment and Restatement Effective Date, or shall impose upon the applicable Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Amendment and Restatement Effective Date and which the applicable Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it (it being understood that if the Issuing Bank determines not to Issue a Letter of Credit as a result of events or circumstances giving rise to unreimbursed losses, costs or expenses, the Issuing Bank shall promptly notify the Company and the Agent of the same. The Company may elect to reimburse such Issuing Bank for such loss, cost or expense; and upon the reimbursement of such loss, cost or expense, the Issuing Bank shall Issue such Letter of Credit on the terms and subject to the other conditions set forth herein); or (vii) the Issuance of such Letter of Credit would violate one or more written policies of the applicable Issuing Bank applicable to letters of credit of the type of Letter of Credit to be issued hereunder.

Types and Amounts. The Issuing Bank shall not have any obligation to Issue, and shall not Issue any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to the Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed $15,000,000 10,000,000 or any limit imposed by law or regulation upon the Issuing Bank; (ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 12:00 p.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that immediately after giving effect to the Issuance of such Letter of Credit, (1) the Letter of Credit Obligations at such time would exceed $15,000,000 10,000,000 or (2) the Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount at such time, or (B) from the Administrative Agent or any of the Lenders at or before 12:00 p.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that one or more of the condi tions precedent contained in Article V, as applicable, would not on such date be satisfied (or waived pursuant to Section 13.09), unless such conditions are thereafter satisfied or waived and written notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and the Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Article V, as applicable, have been satisfied or waived); or (iii) which has an expiration date later than the earlier of (A) the date which occurs 180 days following the date of Issuance with respect to a Commercial Letter of Credit or the date which occurs 360 days following the date of Issuance with respect to a Standby Letter of Credit or (B) the fifth Business Day immediately preceding the Revolving Commitment Termination Date; or (iv) which is in a currency other than Dollars.

Types and Amounts. The An Issuing Bank shall not have any obligation to Issue, and shall not Issue Issue, any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to the such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed $15,000,000 or any limit imposed by law or regulation upon the such Issuing Bank; (ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 12:00 p.m. 11:00 a.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that that, immediately after giving effect to the Issuance of such Letter of Credit, (1I) the Letter of Credit Obligations at such time would exceed $15,000,000 70,000,000 or (2II) the Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount at such time, or (B) from the Administrative Agent or any of the Requisite Lenders at or before 12:00 p.m. 11:00 a.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that one or more of the condi tions conditions precedent contained in Article V, as applicable, Section 5.01 (with respect to an Issuance of a Letter of Credit on the Effective Date) or Section 5.02 would not on such date be satisfied (or waived pursuant to Section 13.09)satisfied, unless such conditions are thereafter satisfied or waived and written notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and the an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Article VSections 5.01 or 5.02, as applicable, have been satisfied or waivedsatisfied); or (iii) which has an expiration date later than the earlier of (A) the date which occurs 360 days following the date of Issuance with respect to a Standby Letter of Credit or 180 days following the date of Issuance with respect to a Commercial Letter of Credit or the date which occurs 360 days following the date of Issuance with respect to a Standby Letter of Credit or (B) the fifth Business Day immediately preceding day which is the Revolving 180th day following the Commitment Termination Date; or (iv) which is in a currency other than Dollars.

Types and Amounts. The An Issuing Bank shall not have any obligation ----------------- to Issue, and shall not Issue any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to the such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed $15,000,000 or any limit imposed by law or regulation upon the such Issuing Bank; (ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 12:00 p.m. 11:00 a.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that immediately after giving effect to the Issuance of such Letter of Credit, (1I) the Letter of Credit Obligations at such time would exceed $15,000,000 the amount of the L/C Subfacility in effect at such time or (2II) the Revolving Credit Obligations at such time would exceed the Maximum Amount of Revolving Credit Amount Obligations at such time, or (B) from the Administrative Agent or any of the Lenders at or before 12:00 p.m. 11:00 a.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that one or more of the condi tions conditions precedent contained in Article VSections -------- 5.01, 5.02 or 5.03, as applicable, would not on such date be satisfied (or ---- ---- ---- waived pursuant to Section 13.0913.07), unless such conditions are thereafter ------------- satisfied or waived and written notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and the an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Article VSections 5.01, 5.02 or 5.03 as ------------- ---- ---- applicable, have been satisfied or waived); or; (iii) which has an expiration date later than the earlier of (A) the date which occurs 180 days following one (1) year after the date of Issuance with respect issuance (without regard to a Commercial Letter of Credit or the date which occurs 360 days following the date of Issuance with respect to a Standby Letter of Credit any automatic renewal provisions thereof) or (B) the fifth Business Day immediately next preceding the Revolving Credit Termination Date; (iv) with respect to such proposed Letters of Credit denominated in an Alternative Currency if the Issuing Bank receives written notice from the Administrative Agent at or before 11:00 a.m. (New York time) on the date of the proposed issuance of such Letters of Credit that immediately after giving effect to the issuance of such Letter of Credit the Letter of Credit Obligations at such time in respect of outstanding Letters of Credit denominated in Alterative Currencies would exceed $5,000,000; or (ivv) which is in a currency other than DollarsDollars or an Alternative Currency in which such Issuing Bank is then issuing letters of credit.

Types and Amounts. The Issuing Bank shall not have any obligation to Issue, and shall not Issue any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to the Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed $15,000,000 50,000,000 or any limit imposed by law or regulation upon the Issuing Bank; (ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 12:00 3:00 p.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that immediately after giving effect to the Issuance of such Letter of Credit, (1) the Letter of Credit Obligations at such time would exceed $15,000,000 50,000,000 or (2) the Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount at such time, or (B) from the Administrative Agent or any of the Requisite Lenders at or before 12:00 1:00 p.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that one or more of the condi tions conditions precedent contained in Article V, as applicable, would not on such date be satisfied (or waived pursuant to Section 13.09), unless such conditions are thereafter satisfied or waived and written notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and the Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Article V, as applicable, have been satisfied or waived); or (iii) which has if the Letter of Credit requested would have an expiration date later than the earlier of (A) the date which occurs 180 days following the date of Issuance with respect to a Commercial Letter of Credit or the date which occurs 360 days following the date of Issuance with respect to a Standby Letter of Credit or (B) the fifth five Business Day Days immediately preceding the Revolving Commitment Termination Date; provided that any Letter of Credit may, by its terms, be renewable or automatically renew for successive periods of up to one year so long as such Letter of Credit expires on or prior to the date referred to in clause (B) above; or (iv) which is in a currency other than Dollars.

Types and Amounts. The No Issuing Bank shall not have any obligation to Issueissue, and amend or extend, or shall not Issue issue, amend or extend, any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to the such Issuing Bank, after giving effect to the Issuance issuance, amendment or extension of the Letter of Credit requested hereunder, shall exceed $15,000,000 or any limit imposed by law or regulation upon the such Issuing Bank; (ii) if the such Issuing Bank receives written notice (A) from the Administrative Agent at or before 12:00 p.m. 11:00 a.m. (New York time) on the date of the proposed Issuance issuance, amendment or extension of such Letter of Credit that (A) immediately after giving effect to the Issuance issuance, amendment or extension of such Letter of Credit, (1I) the Letter of Credit Obligations at such time would exceed $15,000,000 5,000,000 or (2II) the Revolving Credit Obligations Availability at such time would exceed the Maximum Revolving Credit Amount at such timebe less than zero, or (B) from the Administrative Agent or any of the Lenders at or before 12:00 p.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that one or more of the condi tions conditions precedent contained in Article VSections 6.01 or 6.02, as applicable, would not on such date be satisfied (or waived pursuant to Section 13.09)satisfied, unless such conditions are thereafter satisfied or waived and written notice of such satisfaction or waiver is given to the Issuing Bank Banks by the Administrative Agent (and the Issuing Bank Banks shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Article VSections 6.01 or 6.02, as applicable, have been satisfied or waivedsatisfied); or; (iii) which has an expiration date later than the earlier of (A) the date which occurs 180 days following one (1) year after the date of Issuance with respect issuance (without regard to a Commercial Letter of Credit or the date which occurs 360 days following the date of Issuance with respect to a Standby Letter of Credit any automatic renewal pro visions thereof) or (B) the fifth Business Day immediately next preceding the scheduled Revolving Credit Termination Date; or; (iv) which is in a currency other than Dollarsa currency in which such Issuing Bank is then issuing letters of credit; or (v) if the aggregate Dollar equivalent of the face amount of Letters of Credit issued in a currency other than For purposes of the Dollar limitations set forth in clause (ii) above, all calculations thereof shall be determined, with respect to Letters of Credit denominated in a currency other than Dollars based on the Dollar equivalent of such currency at the exchange rate therefor as in effect on the date of determination.

Types and Amounts. The Issuing Bank shall not have any obligation to Issue, and shall not Issue any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to the Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed $15,000,000 50,000,000 or any limit imposed by law or regulation upon the Issuing Bank; (ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 12:00 3:00 p.m. (New York Charlotte time) on the date of the proposed Issuance of such Letter of Credit that immediately after giving effect to the Issuance of such Letter of Credit, (1) the Letter of Credit Obligations at such time would exceed $15,000,000 50,000,000 or (2) the Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount at such time, or (B) from the Administrative Agent or any of the Requisite Lenders at or before 12:00 1:00 p.m. (New York Charlotte time) on the date of the proposed Issuance of such Letter of Credit that one or more of the condi tions conditions precedent contained in Article V, as applicable, would not on such date be satisfied (or waived pursuant to Section 13.09), unless such conditions are thereafter satisfied or waived and written notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and the Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Article V, as applicable, have been satisfied or waived); or (iii) which has if the Letter of Credit requested would have an expiration date later than the earlier of (A) the date which occurs 180 days following the date of Issuance with respect to a Commercial Letter of Credit or the date which occurs 360 days one year following the date of Issuance with respect to a Standby Letter of Credit or (B) the fifth five Business Day Days immediately preceding the Revolving Termination Loan Maturity Date; provided that any Letter of Credit may, by its terms, be renewable or automatically renew for successive periods of up to one year so long as such Letter of Credit expires on or prior to the date referred to in clause (B) above; or (iv) which is in a currency other than Dollars.

Types and Amounts. The Issuing Bank shall not have any obligation to Issue, and shall not Issue any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to the Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed $15,000,000 50,000,000 or any limit imposed by law or regulation upon the Issuing Bank; (ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 12:00 3:00 p.m. (New York City time) on the date of the proposed Issuance of such Letter of Credit that immediately after giving effect to the Issuance of such Letter of Credit, (1) the Letter of Credit Obligations at such time would exceed $15,000,000 50,000,000 or (2) the Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount at such time, or (B) from the Administrative Agent or any of the Requisite Lenders at or before 12:00 1:00 p.m. (New York City time) on the date of the proposed Issuance of such Letter of Credit that one or more of the condi tions conditions precedent contained in Article V, as applicable, would not on such date be satisfied (or waived pursuant to Section 13.09), unless such conditions are thereafter satisfied or waived and written notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and the Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Article V, as applicable, have been satisfied or waived); or (iii) which has if the Letter of Credit requested would have an expiration date later than the earlier of (A) the date which occurs 180 days one year following the date of Issuance with respect to a Commercial Letter of Credit or the date which occurs 360 days one year following the date of Issuance with respect to a Standby Letter of Credit or (B) the fifth five Business Day Days immediately preceding the Revolving Termination Loan Maturity Date; provided that any Letter of Credit with a one-year tenor may, by its terms, be renewable or automatically renew for successive periods of up to one year so long as such Letter of Credit expires on or prior to the date referred to in clause (B) above; or (iv) which is in a currency other than Dollars.

Types and Amounts. The An Issuing Bank shall not have any obligation to Issueissue, amend or extend, and shall not Issue issue, amend or extend, any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to the such Issuing Bank, after giving effect to the Issuance issuance, amendment or extension of the Letter of Credit requested hereunder, shall exceed $15,000,000 or any limit imposed by law or regulation upon the such Issuing BankBank or its Issuing Bank L/C Sublimit; (ii) if the Issuing Bank receives written notice (A) from the Administrative Funding Agent at or before 12:00 p.m. 11:00 a.m. (New York time) on the date of the proposed Issuance issuance, amendment or extension of such Letter of Credit that (A) immediately after giving effect to the Issuance issuance, amendment or extension of such Letter of Credit, (1I) the Letter of Credit Obligations at such time would exceed $15,000,000 or the L/C Sublimit, (2II) the Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Loan Commitment Amount at such time, time or (BIII) from the Administrative Agent or any of the Lenders at or before 12:00 p.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that one or more of the condi tions conditions precedent contained in Article V, as applicable, Section 5.02 would not on such date be satisfied (or waived pursuant to Section 13.09)satisfied, unless such conditions are thereafter satisfied or waived and written notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Funding Agent (and the an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Article V, as applicable, Section 5.02 have been satisfied or waivedsatisfied); or; (iii) which has an expiration date later than the earlier of (A) the date which occurs 180 days following one (1) year after the date of Issuance with respect issuance (without regard to a Commercial Letter of Credit or the date which occurs 360 days following the date of Issuance with respect to a Standby Letter of Credit any automatic renewal provisions thereof) or (B) the fifth Business Day immediately next preceding the Revolving Loan Commitment Termination Date; or (iv) which is in a currency other than DollarsDollars unless otherwise agreed to by the Issuing Bank and the Agents.

Types and Amounts. The Issuing Bank shall not have any obligation to Issue, and shall not Issue any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to the Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed $15,000,000 40,000,000 or any limit imposed by law or regulation upon the Issuing Bank; (ii) if the Issuing Bank receives written notice (A) from the Administrative Agent or the Borrowers at or before 12:00 2:00 p.m. (New York time) on the Business Day immediately preceding the date of the proposed Issuance of such Letter of Credit that immediately after giving effect to the Issuance of such Letter of Credit, (1) the Letter of Credit Obligations at such time would exceed $15,000,000 40,000,000 or (2) the Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount at such time, or (B) from the Administrative Agent or any of the Lenders at or before 12:00 p.m. 11:00 a.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that one or more of the condi tions conditions precedent contained in Article VSection 5.01 or 5.02, as applicable, would not on such date be satisfied (or waived pursuant to Section 13.0913.07), unless such conditions are thereafter satisfied or waived and written notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and the Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Article VSection 5.01 or 5.02, as applicable, have been satisfied or waived); or (iii) which has an expiration date later than the earlier of (A) the date which occurs 180 210 days following the date of Issuance with respect to a Commercial Letter of Credit or a Usance Letter of Credit or the date which occurs 360 364 days following the date of Issuance with respect to a Standby Letter of Credit or (B) the date which is the thirtieth day immediately preceding the Commitment Termination Date with respect to a Commercial Letter of Credit, the date which is the sixtieth day immediately preceding the Commitment Termination Date with respect to a Usance Letter of Credit or the date which is the fifth Business Day immediately preceding the Revolving Commitment Termination DateDate with respect to a Standby Letter of Credit; or (iv) provided, however, any Letter of Credit may expire on a date which is no later than the thirtieth day immediately following the Commitment Termination Date if the Borrowers give the Administrative Agent at the time such Letter of Credit is issued or its expiration date is extended Cash Collateral, on terms and conditions satisfactory to the Administrative Agent, in a currency other than Dollarsan amount equal to the sum of (1) the maximum amount available to be drawn under such Letter of Credit and (2) the amount of Letter of Credit Fees applicable thereto.

Types and Amounts. The An Issuing Bank shall not have any obligation ----------------- to Issue, and shall not Issue any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to the such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed $15,000,000 or any limit imposed by law or regulation upon the such Issuing Bank; (ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 12:00 p.m. 11:00 a.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that immediately after giving effect to the Issuance of such Letter of Credit, (1I) the Letter of Credit Obligations at such time would exceed $15,000,000 the amount of the L/C Subfacility in effect at such time or (2II) the Revolving Credit Obligations at such time would exceed the Maximum Amount of Revolving Credit Amount Obligations at such time, or (B) from the Administrative Agent or any of the Lenders at or before 12:00 p.m. 11:00 a.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that one or more of the condi tions conditions precedent contained in Article VSections -------- 5.01 or 5.02, as applicable, would not on such date be satisfied (or waived ---- ---- pursuant to Section 13.0913.07), unless such conditions are thereafter satisfied ------------- or waived and written notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and the an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Article V, Sections 5.01 or 5.02 as applicable, have ------------- ---- been satisfied or waived); or; (iii) which has an expiration date later than the earlier of (A) the date which occurs 180 days following one (1) year after the date of Issuance with respect issuance (without regard to a Commercial Letter of Credit or the date which occurs 360 days following the date of Issuance with respect to a Standby Letter of Credit any automatic renewal provisions thereof) or (B) the fifth Business Day immediately next preceding the Revolving Credit Termination Date; (iv) with respect to such proposed Letters of Credit denominated in an Alternative Currency if the Issuing Bank receives written notice from the Administrative Agent at or before 11:00 a.m. (New York time) on the date of the proposed issuance of such Letters of Credit that immediately after giving effect to the issuance of such Letter of Credit the Letter of Credit Obligations at such time in respect of outstanding Letters of Credit denominated in Alternative Currencies would exceed $5,000,000; or (ivv) which is in a currency other than DollarsDollars or an Alternative Currency in which such Issuing Bank is then issuing letters of credit.

Types and Amounts. The No Issuing Bank shall not have any obligation to Issue, and shall not not, except as otherwise agreed by the Majority Banks and such Issuing Bank (except with respect to any notification received by an Issuing Bank pursuant to Section 2.02C(a)(ii)(A), which shall require the agreement of all of the Banks and such Issuing Bank), Issue any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to the such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed $15,000,000 or any limit imposed by law or regulation upon the such Issuing Bank; (ii) if the such Issuing Bank receives written notice (A) from the Administrative Agent at or before 12:00 p.m. 11:00 A.M. (New York City time) on the date of the proposed Issuance of such Letter of Credit that that, immediately after giving effect to the Issuance of such Letter of Credit, (1) the Letter of Credit Obligations at such time would exceed $15,000,000 or (2) the Revolving Credit Obligations at such time would exceed the Maximum Revolving Total Commitment or the outstanding Letter of Credit Amount at such timeObligations would exceed the amount of the Letter of Credit Sublimit, or (B) from the Administrative Agent or any of the Lenders Banks at or before 12:00 p.m. 11:00 A.M. (New York City time) on the date of the proposed Issuance of such Letter of Credit that one or more of the condi tions conditions precedent contained in Article VSections 3.01 (solely with respect to an Issuance of a Letter of Credit on the Restatement Date, as if applicable), 3.02, and, if applicable, 3.03, would not on such date be satisfied (or waived pursuant to Section 13.09)satisfied, unless such conditions are thereafter satisfied or waived and written notice of such satisfaction or waiver is given to the such Issuing Bank by the Administrative Agent (and the such Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Article VSections 3.01, 3.02 or 3.03, as applicable, have been satisfied or waived); or; (iii) which has an expiration date later than the earlier of (A) the date which occurs 180 days following one (1) year after the date of Issuance with respect to a Commercial Letter of Credit or the date which occurs 360 days following the date of Issuance with respect to a Standby Letter of Credit or (B) except as otherwise set forth in Section 2.02C(j), the fifth Business Day immediately preceding five Business Days prior to the Revolving Stated Termination Date; or (iv) which is in a currency other than DollarsDollars or a Primary Currency, or if agreed to by each Bank and such Issuing Bank in their absolute and sole discretion, an Alternative Currency that is not a Primary Currency; or (v) the Issuance and terms of which are governed by the laws of any jurisdiction other than the United States or any other jurisdiction which is approved by the Agent and such Issuing Bank (which approval shall not be unreasonably withheld or delayed).

Types and Amounts. The Issuing Bank shall not have any obligation to Issue, and shall not Issue issue any Letter of Credit at any time: (ia) if the aggregate Letter maximum amount then available for drawing under Letters of Credit Obligations with respect to issued by the Issuing Bank, after giving effect to the Issuance issuance of the such Letter of Credit requested hereunderCredit, shall would exceed $15,000,000 or any limit imposed by law or regulation upon the Issuing Bank; (iib) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 12:00 p.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that if, immediately after giving effect to the Issuance issuance of such Letter of Credit, (1) the aggregate principal amount of Letter of Credit Obligations at such time would exceed $15,000,000 or then existing (2) which amount shall be calculated without giving effect to the participation of the Revolving Credit Obligations at such time Loan Lenders pursuant to Section 3.06) would exceed the Maximum Revolving Loan Commitments then in effect less the principal amount of all outstanding Revolving Loans; (c) which has an expiration date (A) more than one year after the date of issuance, for Standby Letters of Credit Amount at such time(provided that a Standby Letter of Credit may provide for an annual renewal on the terms set forth in Section 3.04(c)) or more than 180 days after the date of issuance (subject to extension for a maximum period of 60 days), for Commercial Letters of Credit, or (B) after four Business Days immediately preceding the Final Maturity Date; (d) if the Issuing Bank has received written notice from (i) Lenders whose Pro Rata Revolving Loan Shares, in the Administrative aggregate, are more than 50%, (ii) the Agent or any of (iii) the Lenders at Borrower, on or before 12:00 p.m. (New York time) on prior to the Business Day prior to the requested date of the proposed Issuance issuance of such Letter of Credit Credit, that one or more of the condi tions precedent applicable conditions contained in Article V, as applicable, would IV is not on such date be satisfied (or waived pursuant to Section 13.09), unless such conditions are thereafter satisfied or waived and written notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and the Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Article V, as applicable, have been satisfied or waived)then satisfied; or (iiie) which has an expiration date later than the earlier of (A) the date which occurs 180 days following the date of Issuance with respect to a if any requested Commercial Letter of Credit does not provide for drafts or the date which occurs 360 days following the date of Issuance with respect to a Standby any Letter of Credit is not otherwise in form and substance acceptable to the Issuing Bank, or (B) if the fifth Business Day immediately preceding issuance of the Revolving Termination Date; or (iv) which is in a currency other than Dollarsrequested Letter of Credit would violate any applicable policies of the Issuing Bank.

Types and Amounts. The An Issuing Bank shall not have any obligation to Issueissue, amend or extend, and shall not Issue issue, amend or extend, any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to the such Issuing Bank, after giving effect to the Issuance issuance, amendment or extension of the Letter of Credit requested hereunder, shall exceed $15,000,000 or any limit imposed by law or regulation upon the such Issuing Bank; (ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 12:00 1:00 p.m. (New York time) on the date of the proposed Issuance issuance, amendment or extension of such Letter of Credit that (A) immediately after giving effect to the Issuance issuance, amendment or extension of such Letter of Credit, (1) the Letter of Credit Obligations at such time would exceed $15,000,000 or (2) the Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount at such time10,000,000, or (B) from the Administrative Agent or any of the Lenders at or before 12:00 p.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that one or more of the condi tions conditions precedent contained in Article V, as applicable, Section 5.2 would not on such date be satisfied (or waived pursuant to Section 13.09)satisfied, unless such conditions are thereafter or have previously been satisfied or waived and written notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and the an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Article V, as applicableSection 5.2, have been satisfied or waived); orsatisfied): (iii) which has an expiration date later than the earlier of (A) the date which occurs 180 days following one (1) year after the date of Issuance with respect to a Commercial Letter of Credit or the date which occurs 360 days following the date of Issuance with respect to a Standby Letter of Credit issuance or (B) the fifth Business Day immediately next preceding the scheduled Revolving Credit Termination Date; or (iv) which is in a currency other than Dollars.

Types and Amounts. The An Issuing Bank shall not have any obligation to Issueissue, amend or extend, and shall not Issue issue, amend or extend, any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to the such Issuing Bank, after giving effect to the Issuance issuance, amendment or extension of the Letter of Credit requested hereunder, shall exceed $15,000,000 or any limit imposed by law or regulation upon the such Issuing Bank; (ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 12:00 1:00 p.m. (New York time) on the date of the proposed Issuance issuance, amendment or extension of such Letter of Credit that (A) immediately after giving effect to the Issuance issuance, amendment or extension of such Letter of Credit, (1) the Letter of Credit Obligations at such time would exceed $15,000,000 5,000,000 or (2) the Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount Availability at such time, or (B) from the Administrative Agent or any of the Lenders at or before 12:00 p.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that one or more of the condi tions conditions precedent contained in Article V, as applicable, Section 5.2 would not on such date be satisfied (or waived pursuant to Section 13.09)satisfied, unless such conditions are thereafter or have previously been satisfied or waived and written notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and the an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Article V, as applicableSection 5.2, have been satisfied or waived); orsatisfied): (iii) which has an expiration date later than the earlier of (A) the date which occurs 180 days following one (1) year after the date of Issuance with respect to a Commercial Letter of Credit or the date which occurs 360 days following the date of Issuance with respect to a Standby Letter of Credit issuance or (B) the fifth Business Day immediately next preceding the scheduled Revolving Credit Termination Date; or (iv) which is in a currency other than Dollars.

Types and Amounts. The An Issuing Bank shall not have any ----------------- obligation to Issueissue, amend or extend, and shall not Issue issue, amend or extend, any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to the such Issuing Bank, after giving effect to the Issuance issuance, amendment or extension of the Letter of Credit requested hereunder, shall exceed $15,000,000 or any limit imposed by law or regulation upon the such Issuing Bank; (ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 12:00 p.m. 11:00 a.m. (New York Los Angeles time) on the date of the proposed Issuance issuance, amendment or extension of such Letter of Credit that (A) immediately after giving effect to the Issuance issuance, amendment or extension of such Letter of Credit, (1I) the Letter of Credit Obligations at such time would exceed (a) $15,000,000 4,000,000 at any time from the Closing Date until but not including the Acquisition Facility Closing Date or (2b) $6,000,000 thereafter, or (II) the Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount at such time, or (B) from the Administrative Agent or any of the Lenders at or before 12:00 p.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that one or more of the condi tions conditions precedent contained in Article VSection 6.1, ------------ 6.2 or 6.4, as applicable, would not on such date be satisfied (or waived pursuant to Section 13.09)satisfied, --- --- unless such conditions are thereafter satisfied or waived and written notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and the an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Article VSection 6.1, 6.2 or 6.4, as applicable, have been satisfied or waived---------------- --- satisfied); or; (iii) which has an expiration date later than the earlier of (A) the date which occurs 180 days following one (1) year after the date of Issuance with respect issuance (without regard to a Commercial Letter of Credit or the date which occurs 360 days following the date of Issuance with respect to a Standby Letter of Credit any automatic renewal provisions thereof) or (B) the fifth Business Day immediately next preceding the scheduled Revolving Credit Termination Date; or (iv) which is in a currency other than Dollars.