Common use of Types and Amounts Clause in Contracts

Types and Amounts. An Issuing Bank shall not have any obligation to Issue, and shall 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 such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) if the Issuing Bank receives notice (A) from the Administrative Agent at or before 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, immediately after giving effect to the Issuance of such Letter of Credit, the Credit Facility Outstandings in respect of the Domestic Facility or the Multicurrency Facility, as applicable, at such time would exceed the Maximum Credit Amount for such Credit Facility or (B) from any of the Lenders at or before 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 conditions precedent contained in 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 14.07), unless such conditions are thereafter satisfied or waived and notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS 5.01 or 5.02, as applicable, have been satisfied or waived); (iii) which has an expiration date later than the earlier of (A) the date one (1) year after the date of Issuance or (B) the Business Day next preceding the Termination Date; or (iv) which is in a currency other than (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. An The Issuing Bank shall not have any ----------------- obligation to Issue, and shall 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), not Issue any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to such the Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed $50,000,000 or any limit imposed by law or regulation upon such the Issuing Bank; (ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 11:00 a.m. 3:00 p.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 of Credit Facility Outstandings in respect of Obligations at such time would exceed $50,000,000 or (2) the Domestic Facility or the Multicurrency Facility, as applicable, Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount for at such Credit Facility time, or (B) from any of the Requisite Lenders at or before 11:00 a.m. 1:00 p.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 conditions precedent contained in SECTIONS 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) and 5.02 Article V, as applicable, would not on such date be satisfied (or waived pursuant to SECTION 14.07Section 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 an the Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS 5.01 or 5.02Article 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 one (1) year after 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 five Business Day next Days immediately preceding the 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 (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 DateDollars.

Types and Amounts. An Issuing Bank shall not have any obligation to Issue, and shall not, except as otherwise agreed by the Requisite Lenders and such Issuing Bank (except with respect to any notification received by an Issuing Bank pursuant to SECTION Section 2.02(a)(ii)(A), which shall require the agreement of all of the Lenders and the such Issuing Bank), Issue any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) if the such Issuing Bank receives notice (A) from the Administrative Agent at or before 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, immediately after giving effect to the Issuance of such Letter of Credit, the Credit Facility Outstandings in respect of the Domestic Facility or the Multicurrency Facility, as applicable, at such time would exceed the Maximum Credit Amount for such Credit Facility or (B) from any of the Lenders at or before 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 conditions precedent contained in SECTIONS 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 Section 14.07), unless such conditions are thereafter satisfied or waived and notice of such satisfaction or waiver is given to the such Issuing Bank by the Administrative Agent (and an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS Sections 5.01 or 5.02, as applicable, have been satisfied or waived); (iii) which has an expiration date later than the earlier of (A) the date one (1) year after the date of Issuance or (B) the Business Day next preceding the Termination Date; or (iv) which is in a currency other than (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. An The Issuing Bank shall not have any obligation to Issue, and shall 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 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 such issued by the Issuing Bank, after giving effect to the Issuance issuance of the such Letter of Credit requested hereunderCredit, shall would exceed any limit imposed by law or regulation upon such the Issuing Bank; (iib) if the Issuing Bank receives notice (A) from the Administrative Agent at or before 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 thatif, immediately after giving effect to the Issuance issuance of such Letter of Credit, the aggregate principal amount of Letter of Credit Facility Outstandings in respect Obligations then existing (which amount shall be calculated without giving effect to the participation of the Domestic Facility or the Multicurrency Facility, as applicable, at such time Revolving 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 (provided that a Standby Letter of Credit may provide for such Credit Facility 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 any of (i) Lenders whose Pro Rata Revolving Loan Shares, in the Lenders at aggregate, are more than 50%, (ii) the Agent or before 11:00 a.m. (New York iii) the Borrower, on or London time, as applicable, with respect prior to a Letter of Credit Issued under the Domestic Facility or Business Day prior to the Multicurrency Facility, respectively) on the requested date of the proposed Issuance issuance of such Letter of Credit Credit, that one or more of the applicable conditions precedent contained in SECTIONS 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) and 5.02 would Article IV is not on such date be satisfied (or waived pursuant to SECTION 14.07), unless such conditions are thereafter satisfied or waived and notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS 5.01 or 5.02, as applicable, have been satisfied or waived); (iii) which has an expiration date later than the earlier of (A) the date one (1) year after the date of Issuance or (B) the Business Day next preceding the Termination Datethen satisfied; or (ive) which is in a currency other than (A) a Dollars with respect to Letters if any requested Commercial Letter of Credit requested by the Domestic Borrowers and (B) a Specified Foreign Currency with respect to Letters does not provide for drafts or any Letter of Credit requested by is not otherwise in form and substance acceptable to 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) , or if the issuance of which the date requested Letter of Issuance is less than eleven (11) Business Days before Credit would violate any applicable policies of the Termination DateIssuing Bank.

Types and Amounts. An No Issuing Bank shall not have any obligation to Issue, and shall not, except as otherwise agreed by the Requisite Lenders and no Issuing Bank shall: (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 A) issue (or amend) any Letter of Credit at any time: if on the date of issuance (i) if the aggregate Letter of Credit Obligations with respect to such Issuing Bankor amendment), before or after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (iii) if the Issuing Bank receives notice (A) from the Administrative Agent at or before 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 Dollar Amount of the proposed Issuance of such Letter of Revolving Credit that, immediately after giving effect to the Issuance of such Letter of Credit, the Credit Facility Outstandings in respect of the Domestic Facility or the Multicurrency Facility, as applicable, Obligations at such time would exceed the Maximum Credit Aggregate Revolving Loan Commitment at such time, or (ii) the aggregate outstanding Dollar Amount for such Credit Facility or of the L/C Obligations would exceed $30,000,000; or (B) from issue (or amend) any of the Lenders at or before 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 conditions precedent contained in 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 14.07), unless such conditions are thereafter satisfied or waived and notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS 5.01 or 5.02, as applicable, have been satisfied or waived); (iii) which has an expiration date later than the date which is the earlier of (Ax) the date one two (12) year years after the date of Issuance issuance thereof or (By) the five (5) Business Day next Days immediately preceding the Revolving Credit Termination Date; or (iv) which is in a currency other than (A) a Dollars with respect to Letters provided, that any Letter of Credit requested by with a one-year term or a two-year term, as applicable, may provide for the Domestic Borrowers and renewal thereof for additional one-year or two-year periods (Bwhich in no event shall extend beyond the date referred to in clause (y) above). Notwithstanding anything to the contrary set forth in this Agreement, a Specified Foreign Currency with respect to Letters Letter of Credit requested by the Multicurrency Borrowers; may have an expiry date that occurs after or within five (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 (115) Business Days before the Revolving Credit Termination Date so long as the Administrative Agent receives from the applicable Borrower, at least five (5) Business Days prior to the earlier of the applicable Letter of Credit’s expiry date and the Revolving Credit Termination Date, an amount in immediately available funds equal to at least one hundred two percent (102%) of the LC Obligations owing under or in connection with such Letter of Credit. Any such collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Banks as collateral security for the Borrowers’ obligations in respect of this Agreement and such Letter of Credit. Amounts remaining in any cash collateral account established pursuant to this Section 3.3 which are not applied to reimburse an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or otherwise applied to the Obligations shall be returned to the applicable Borrower within one (1) Business Day (after deduction of the Administrative Agent’s expenses incurred in connection with such cash collateral account).

Types and Amounts. An Issuing Bank shall not have any obligation to Issueissue, amend or extend, and shall notnot issue, 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)amend or extend, 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 such Issuing Bank, after giving effect to the Issuance issuance, amendment or extension of the Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) if the Issuing Bank receives notice (A) from the Administrative Agent at or before 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 thatif, immediately after giving effect to the Issuance issuance, amendment or extension of such Letter of Credit, (1) the Letter of Credit Facility Outstandings in Obligations at such time would exceed $50,000,000 with respect to all Letters of Credit, or (2) the Domestic Facility or the Multicurrency Facility, as applicable, Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount for at such Credit Facility time, or (B3) from the aggregate amount of all outstanding Letters of Credit issued by any of the Lenders Issuing Bank at or before 11:00 a.m. (New York or London time, as applicable, with respect to a any time would exceed its Letter of Credit Issued under the Domestic Facility Commitment at such time (unless otherwise agreed by such Issuing Bank), or the Multicurrency Facility(4) such Issuing Bank’s Revolving Credit Exposure would exceed its Revolving Credit Commitment, respectivelyor (5) on the date of the proposed Issuance of such Letter of Credit that one or more of the conditions precedent contained in SECTIONS 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) and 5.02 Sections 6.1 or 6.2, as applicable, would not on such date be satisfied (or waived pursuant to SECTION 14.07)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 an such Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS 5.01 Sections 6.1 or 5.026.2, as applicable, have been satisfied or waivedsatisfied); (iii) which has an expiration date later than the earlier first anniversary of (A) the date one (1) year after the date of Issuance or (B) the Business Day next preceding the then Revolving Credit Termination Date; or; (iv) which is in a currency other than Dollars; (A) where the beneficiary of such Letter of Credit is a Dollars 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 Letters the Letter of Credit requested by any restriction, reserve or capital requirement (for which the Domestic Borrowers 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 (B) a Specified Foreign Currency with respect which the Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material 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 Bankit; or (vivii) if the issuance of which the date Letter of Issuance 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 less than eleven 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 (11ii) Business Days before the Termination Dateabove shall not be satisfied.

Types and Amounts. An Issuing Bank shall not have any obligation to Issue, and shall not, except as otherwise agreed by the Requisite Lenders and such Issuing Bank (except with respect to any notification received by an Issuing Bank pursuant to SECTION Section 2.02(a)(ii)(A), which shall require the agreement of all of the Lenders and the such Issuing Bank), Issue any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) if the such Issuing Bank receives notice (A) from the Administrative Agent at or before 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, immediately after giving effect to the Issuance of such Letter of Credit, the Credit Facility Outstandings in respect of the Domestic Facility or the Multicurrency Facility, as applicable, at such time would exceed the Maximum Credit Amount for such Credit Facility or (B) from any of the Lenders at or before 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 conditions precedent contained in SECTIONS 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 Section 14.07), unless such conditions are thereafter satisfied or waived and notice of such satisfaction or waiver is given to the such Issuing Bank by the Administrative Agent (and an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS Sections 5.01 or 5.02, as applicable, have been satisfied or waived); (iii) which has an expiration date later than the earlier of (A) the date one (1) year after the date of Issuance or (B) the Business Day next preceding the 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 (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. An Issuing Bank shall not have any obligation to Issueissue, amend or extend, and shall notnot issue, except as otherwise agreed by the Requisite Lenders and Issuing Bank (except with respect to amend or extend, 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 Facility Letter of Credit at any time: (i) : if the aggregate Letter maximum amount then available for drawing under Facility Letters of Credit Obligations with respect to issued by such Issuing Bank, Bank after giving effect to the Issuance of the Facility Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) if the Issuing Bank receives notice (A) from the Administrative Agent at or before 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; if, immediately after giving effect to the Issuance issuance of such Facility Letter of Credit, the aggregate principal amount of Facility Letter of Credit Obligations then existing with respect to Facility Outstandings in respect Letters of Credit issued by that Issuing Bank (which amount shall be calculated without giving effect to the participation of the Domestic Facility Lenders pursuant to Section 3.06) would exceed such Issuing Bank’s then effective Letter of Credit Commitment; if such Issuing Bank receives written notice from the Administrative Agent or the Multicurrency Facility, as applicable, at such time would exceed the Maximum Credit Amount for such Credit Facility or (B) from any of the Requisite Lenders at or before 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 issuance, amendment or extension of such Facility Letter of Credit that (A) immediately after the issuance, amendment or extension of such Facility Letter of Credit, the Revolving Credit Obligations at such time would exceed the Aggregate Commitment then in effect, or (B) one or more of the conditions precedent contained in SECTIONS 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) and 5.02 would Section 4.01 or 4.02, as applicable, will not on such date be satisfied (or waived pursuant to SECTION 14.07)satisfied, unless such conditions are thereafter satisfied or waived and notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent or the Requisite Lenders (and an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS 5.01 Section 4.01 or 5.024.02, as applicable, have been satisfied satisfied); or waived); (iii) which has an expiration date later than the earlier of (A) the date one (1) year after the date of Issuance issuance or extension thereof or (B) the fifth Business Day next preceding the Commitment Termination Date; or (iv) which is . Any Lender may, in a currency other than (A) a Dollars with respect to its discretion, issue or extend Letters of Credit requested by that do not result in an Event of Default without regard to the Domestic Borrowers terms and (B) a Specified Foreign Currency with respect provisions of this Article III, and no other Lender will have any obligation to purchase any participation or any other interest in such 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 Datepursuant to Section 3.06.

Types and Amounts. An Issuing Bank shall not have any obligation to Issueissue, amend or extend, and shall notnot issue, except as otherwise agreed by the Requisite Lenders and Issuing Bank (except with respect to amend or extend, any notification received by an Issuing Bank pursuant to SECTION 2.02(a)(ii)(A), which shall require the agreement Letter of all of the Lenders and the Issuing Bank), Issue any Credit or Alternative Currency Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to such Issuing Bank, after giving effect to the Issuance issuance, amendment or extension of the Letter of Credit or Alternative Currency Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) if the Issuing Bank receives notice (A) from the Administrative Agent at or before 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 thatif, immediately after giving effect to the Issuance issuance, amendment or extension of such Letter of Credit or Alternative Currency Letter of Credit, (1) the Letter of Credit Obligations at such time would exceed $100,000,000 with respect to Letters of Credit (including Alternative Currency Letters of Credit, the amount of which shall be calculated based on the Dollar Equivalent Amount thereof), or (2) the aggregate amount of all outstanding Letters of Credit Facility Outstandings in respect issued by any Issuing Bank at any time would exceed its Letter of Credit Commitment at such time (unless otherwise agreed by such Issuing Bank), or (3) the Domestic Facility or the Multicurrency Facility, as applicable, Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount for at such Credit Facility time, or (B4) from any such Issuing Bank’s Revolving Credit Exposure would exceed its Revolving Credit Commitment, or (5) the sum of the Lenders at or before 11:00 a.m. (New York or London time, as applicable, Loans in the Alternative Currency and the Letter of Credit Obligations with respect to a Letter Alternative Currency Letters of Credit Issued under at such time would exceed the Domestic Facility Alternative Currency Sublimit, or the Multicurrency Facility, respectively(6) on the date of the proposed Issuance of such Letter of Credit that one or more of the conditions precedent contained in SECTIONS 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) and 5.02 Sections 6.1 or 6.2, as applicable, would not on such date be satisfied (or waived pursuant to SECTION 14.07)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 an such Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS 5.01 Sections 6.1 or 5.026.2, as applicable, have been satisfied or waivedsatisfied); (iii) which has an expiration date later than the earlier first anniversary of (A) the date one (1) year after the date of Issuance or (B) the Business Day next preceding the then Revolving Credit Termination Date; or; (iv) which is in a currency other than (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 Borrowersor an Alternative Currency; (v) (A) where the Issuance and terms beneficiary of which such Letter of Credit or Alternative Currency Letter of Credit is governed by a Sanctioned Person, (B) to secure any transaction or the laws undertaking of any jurisdiction other than activity or business of or with any Sanctioned Person, or in any country or territory, that at the United Statestime 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, England 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 other 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 approved by 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 Bank of America, N.A. (and/or any other Lender or Affiliate of a Lender designated by the applicable Issuing Bank; or 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 (vi) of which the date of Issuance is less than eleven (11) Business Days before the Termination Date.a

Types and Amounts. An The Issuing Bank shall not have any obligation to Issue, and shall 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), not Issue any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to such the Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed $50,000,000 or any limit imposed by law or regulation upon such the Issuing Bank; (ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 11:00 a.m. 3:00 p.m. (New York or London City 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 of Credit Facility Outstandings in respect of Obligations at such time would exceed $50,000,000 or (2) the Domestic Facility or the Multicurrency Facility, as applicable, Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount for at such Credit Facility time, or (B) from any of the Requisite Lenders at or before 11:00 a.m. 1:00 p.m. (New York or London City 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 conditions precedent contained in SECTIONS 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) and 5.02 Article V, as applicable, would not on such date be satisfied (or waived pursuant to SECTION 14.07Section 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 an the Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS 5.01 or 5.02Article 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 one (1) year after following the date of Issuance with respect to a Commercial Letter of Credit or the date which occurs one year following the date of Issuance with respect to a Standby Letter of Credit or (B) the five Business Day next Days immediately preceding the Termination Revolving 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 (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 DateDollars.

Types and Amounts. (a) An Issuing Bank shall not have any obligation to Issueissue, amend or extend, and shall notnot issue, except as otherwise agreed by the Requisite Lenders and Issuing Bank (except with respect to amend or extend, 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 Facility Letter of Credit at any time: (i) if the aggregate Letter maximum amount then available for drawing under Facility Letters of Credit Obligations with respect to issued by such Issuing Bank, Bank after giving effect to the Issuance of the Facility Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) if, immediately after the issuance of such Facility Letter of Credit, the aggregate principal amount of Facility Letter of Credit Obligations then existing with respect to Facility Letters of Credit issued by that Issuing Bank (which amount shall be calculated without giving effect to the participation of the Senior Lenders pursuant to SECTION 3.06) would exceed such Issuing Bank's then effective Letter of Credit Commitment; (iii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 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, immediately after giving effect to the Issuance of such Letter of Credit, the Credit Facility Outstandings in respect of the Domestic Facility or the Multicurrency Facility, as applicable, at such time would exceed the Maximum Credit Amount for such Credit Facility or (B) from any of the Requisite Senior Lenders at or before 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 issuance, amendment or extension of such Facility Letter of Credit that (A) immediately after the issuance, amendment or extension of such Facility Letter of Credit, (I) the Facility Letter of Credit Obligations at such time would exceed the Letter of Credit Subfacility then in effect or (II) the Revolving Credit Obligations at such time would exceed the aggregate Revolving Credit Commitments then in effect, or (B) one or more of the conditions precedent contained in SECTIONS 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) and 5.02 would SECTION 4.01 or 4.02, as applicable, will not on such date be satisfied (or waived pursuant to SECTION 14.07)satisfied, unless such conditions are thereafter satisfied or waived and notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS 5.01 SECTION 4.01 or 5.024.02, as applicable, have been satisfied or waived); (iii) which has an expiration date later than the earlier of (A) the date one (1) year after the date of Issuance or (B) the Business Day next preceding the Termination Datesatisfied; or (iv) which is in a currency other than has an expiration date (A) a Dollars with respect to more than one year after the date of issuance or extension, as applicable or (B) after the Business Day immediately preceding the Revolving Credit Termination Date. (b) Any Senior Lender may, in its discretion, issue or extend Letters of Credit requested by permitted under SECTION 8.01(vii) without regard to the Domestic Borrowers terms and (B) a Specified Foreign Currency with respect provisions of this ARTICLE III, and no other Senior Lender will have any obligation to purchase any participation or any other interest in such 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 Datepursuant to SECTION 3.06.

Types and Amounts. An The Issuing Bank shall not have any obligation to Issue, and shall 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), not Issue any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to such 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 such the Issuing Bank; (ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 11:00 a.m. 12:00 p.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 of Credit Facility Outstandings in respect of Obligations at such time would exceed $15,000,000 or (2) the Domestic Facility or the Multicurrency Facility, as applicable, Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount for at such Credit Facility time, or (B) from the Administrative Agent or any of the Lenders at or before 11:00 a.m. 12:00 p.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 conditions condi tions precedent contained in SECTIONS 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) and 5.02 Article V, as applicable, would not on such date be satisfied (or waived pursuant to SECTION 14.07Section 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 an the Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS 5.01 or 5.02Article V, as applicable, have been satisfied or waived);; or (iii) which has an expiration date later than the earlier of (A) the date one (1) year after 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 next immediately preceding the Revolving Termination Date; or (iv) which is in a currency other than (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 DateDollars.

Types and Amounts. An Issuing Bank shall not have any obligation to Issue, and shall notnot Issue, 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 such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) if the Issuing Bank receives notice (A) from the Administrative Agent at or before 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, immediately after giving effect to the Issuance of such Letter of Credit, (I) the Letter of Credit Facility Outstandings in respect of Obligations at such time would exceed $70,000,000 or (II) the Domestic Facility or the Multicurrency Facility, as applicable, Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount for at such Credit Facility time, or (B) from any of the Requisite Lenders at or before 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 conditions precedent contained in SECTIONS Section 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Effective Date) and or Section 5.02 would not on such date be satisfied (or waived pursuant to SECTION 14.07)satisfied, unless such conditions are thereafter satisfied or waived and notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS Sections 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 one (1) year after 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 (B) the Business Day next preceding the Termination Date; or (iv) day which is in a currency other than (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 180th day following 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 Commitment Termination Date.

Types and Amounts. An Issuing Bank shall not have any obligation to Issue, and shall 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 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 such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) if the Issuing Bank receives notice (A) from the Administrative Agent at or before 11:00 a.m. (New York or London Toronto 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, immediately after giving effect to the Issuance of such Letter of Credit, the Revolving Credit Facility Outstandings Obligations in respect of the Domestic U.S. Facility or the Multicurrency Canadian Facility, as applicable, at such time would exceed the Maximum Revolving Credit Amount for such Credit Facility or (B) from any of the Lenders at or before 11:00 a.m. (New York or London Toronto 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 conditions precedent contained con tained in SECTIONS Sections 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) and or 5.02 would not on such date be satisfied (or waived pursuant to SECTION 14.07Section 13.07), unless such conditions are thereafter satisfied or waived and notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS Sections 5.01 or 5.02, as applicable, have been satisfied or waived); (iii) which has an expiration date later than the earlier of (A) the date one (1) year after the date of Issuance or (B) the Business Day 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 (A) a Dollars an Available Currency with respect to Letters of Credit requested by the Domestic Borrowers and (B) a Specified Foreign Currency Dollars or Canadian Dollars with respect to Letters of Credit requested by the Multicurrency Borrowers;Canadian Borrower; or (v) the Issuance and terms of which is governed by the laws of any jurisdiction other than the United States, England Canada, the United Kingdom, France 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. An No Issuing Bank shall not have any obligation to Issue, and shall not, except as otherwise agreed by the Requisite Lenders and no Issuing Bank shall: (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 A) issue (or amend) any Letter of Credit at any time: if on the date of issuance (i) if the aggregate Letter of Credit Obligations with respect to such Issuing Bankor amendment), before or after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (iii) if the Issuing Bank receives notice (A) from the Administrative Agent at or before 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 Dollar Amount of the proposed Issuance of such Letter of Revolving Credit that, immediately after giving effect to the Issuance of such Letter of Credit, the Credit Facility Outstandings in respect of the Domestic Facility or the Multicurrency Facility, as applicable, Obligations at such time would exceed the Maximum Credit Aggregate Revolving Loan Commitment at such time, or (ii) the aggregate outstanding Dollar Amount for such Credit Facility or of the L/C Obligations would exceed $15,000,000; or (B) from issue (or amend) any of the Lenders at or before 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 conditions precedent contained in 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 14.07), unless such conditions are thereafter satisfied or waived and notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS 5.01 or 5.02, as applicable, have been satisfied or waived); (iii) which has an expiration date later than the date which is the earlier of (Ax) the date one two (12) year years after the date of Issuance issuance thereof or (By) the five (5) Business Day next Days immediately preceding the Revolving Credit Termination Date; or (iv) which is in a currency other than (A) a Dollars with respect to Letters provided, that any Letter of Credit requested by with a one-year term or a two-year term, as applicable, may provide for the Domestic Borrowers and renewal thereof for additional one-year or two-year periods (Bwhich in no event shall extend beyond the date referred to in clause (y) above). Notwithstanding anything to the contrary set forth in this Agreement, a Specified Foreign Currency with respect to Letters Letter of Credit requested by the Multicurrency Borrowers; may have an expiry date that occurs after or within five (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 (115) Business Days before the Revolving Credit Termination Date so long as the Administrative Agent receives from the Borrower, at least five (5) Business Days prior to the earlier of the applicable Letter of Credit’s expiry date and the Revolving Credit Termination Date, an amount in immediately available funds equal to at least one hundred two percent (102%) of the LC Obligations owing under or in connection with such Letter of Credit. Any such collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders and the Issuing Banks as collateral security for the Borrower’s obligations in respect of this Agreement and such Letter of Credit. Amounts remaining in any cash collateral account established pursuant to this Section 3.3 which are not applied to reimburse an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or otherwise applied to the Obligations shall be returned to the Borrower within one (1) Business Day (after deduction of the Administrative Agent’s expenses incurred in connection with such cash collateral account).

Types and Amounts. An The Issuing Bank shall not have any obligation to Issue, and shall 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), not Issue any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to such the Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed $50,000,000 or any limit imposed by law or regulation upon such the Issuing Bank; (ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 11:00 a.m. 3:00 p.m. (New York or London Charlotte 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 of Credit Facility Outstandings in respect of Obligations at such time would exceed $50,000,000 or (2) the Domestic Facility or the Multicurrency Facility, as applicable, Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount for at such Credit Facility time, or (B) from any of the Requisite Lenders at or before 11:00 a.m. 1:00 p.m. (New York or London Charlotte 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 conditions precedent contained in SECTIONS 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) and 5.02 Article V, as applicable, would not on such date be satisfied (or waived pursuant to SECTION 14.07Section 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 an the Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS 5.01 or 5.02Article 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 one (1) year after which occurs 180 days following the date of Issuance with respect to a Commercial Letter of Credit or the date which occurs one year following the date of Issuance with respect to a Standby Letter of Credit or (B) the five Business Day next Days immediately preceding the Termination Revolving 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 (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 DateDollars.

Types and Amounts. An Issuing Bank shall not have any obligation to Issueissue, amend or extend, and shall notnot issue, 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)amend or extend, 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 such Issuing Bank, after giving effect to the Issuance issuance, amendment or extension of the Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) if the Issuing Bank receives notice (A) from the Administrative Agent at or before 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 thatif, immediately after giving effect to the Issuance issuance, amendment or extension of such Letter of Credit, (1) the Letter of Credit Facility Outstandings in Obligations at such time would exceed $50,000,000<3,000,000> with respect to all Letters of Credit, or (2) the Domestic Facility or the Multicurrency Facility, as applicable, Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount for at such Credit Facility time, or (B3) from the aggregate amount of all outstanding Letters of Credit issued by any of the Lenders Issuing Bank at or before 11:00 a.m. (New York or London time, as applicable, with respect to a any time would exceed its Letter of Credit Issued under the Domestic Facility Commitment at such time (unless otherwise agreed by such Issuing Bank), or the Multicurrency Facility(4) such Issuing Bank’s Revolving Credit Exposure would exceed its Revolving Credit Commitment, respectivelyor (5) on the date of the proposed Issuance of such Letter of Credit that one or more of the conditions precedent contained in SECTIONS 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) and 5.02 Sections 6.1 or 6.2, as applicable, would not on such date be satisfied (or waived pursuant to SECTION 14.07)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 an such Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS 5.01 Sections 6.1 or 5.026.2, as applicable, have been satisfied or waivedsatisfied); (iii) which has an expiration date later than the earlier first anniversary of (A) the date one (1) year after the date of Issuance or (B) the Business Day next preceding the then Revolving Credit Termination Date; or; (iv) which is in a currency other than Dollars; (A) where the beneficiary of such Letter of Credit is a Dollars 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 Letters the Letter of Credit requested by any restriction, reserve or capital requirement (for which the Domestic Borrowers 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 (B) a Specified Foreign Currency with respect which the Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material 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 Bankit; or (vivii) if the issuance of which the date Letter of Issuance 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 less than eleven 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 (11ii) Business Days before the Termination Dateabove shall not be satisfied.

Types and Amounts. An The Issuing Bank shall not have any obligation to Issue, and shall 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), not Issue any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to such the Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed $10,000,000 or any limit imposed by law or regulation upon such the Issuing Bank; (ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 11:00 a.m. 12:00 p.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 of Credit Facility Outstandings in respect of Obligations at such time would exceed $10,000,000 or (2) the Domestic Facility or the Multicurrency Facility, as applicable, Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount for at such Credit Facility time, or (B) from any of the Lenders at or before 11:00 a.m. 12:00 p.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 conditions condi tions precedent contained in SECTIONS 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) and 5.02 Article V, as applicable, would not on such date be satisfied (or waived pursuant to SECTION 14.07Section 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 an the Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS 5.01 or 5.02Article V, as applicable, have been satisfied or waived);; or (iii) which has an expiration date later than the earlier of (A) the date one (1) year after 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 Business Day next immediately preceding the Commitment Termination Date; or (iv) which is in a currency other than (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 DateDollars.

Types and Amounts. An Issuing Bank shall not have any obligation ----------------- to Issue, and shall 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), not Issue any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 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, (I) the Letter of Credit Facility Outstandings in respect Obligations at such time would exceed the amount of the Domestic Facility L/C Subfacility in effect at such time or (II) the Multicurrency Facility, as applicable, Revolving Credit Obligations at such time would exceed the Maximum Amount of Revolving Credit Amount for Obligations at such Credit Facility time, or (B) from any of the Lenders at or before 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 conditions precedent contained in SECTIONS 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) and Sections -------- 5.01, 5.02 or 5.03, as applicable, would not on such date be satisfied (or ---- ---- ---- waived pursuant to SECTION 14.07Section 13.07), 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 an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS 5.01 Sections 5.01, 5.02 or 5.02, 5.03 as ------------- ---- ---- applicable, have been satisfied or waived); (iii) which has an expiration date later than the earlier of (A) the date one (1) year after the date of Issuance issuance (without regard to any automatic renewal provisions thereof) or (B) the Business Day 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 (A) a Dollars with respect to Letters or an Alternative Currency in which such Issuing Bank is then issuing 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 Datecredit.

Types and Amounts. An The Issuing Bank shall not have any obligation to Issue, and shall 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), not Issue any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to such the Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed $50,000,000 or any limit imposed by law or regulation upon such the Issuing Bank; (ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 11:00 a.m. 3:00 p.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 of Credit Facility Outstandings in respect of Obligations at such time would exceed $50,000,000 or (2) the Domestic Facility or the Multicurrency Facility, as applicable, Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount for at such Credit Facility time, or (B) from any of the Requisite Lenders at or before 11:00 a.m. 1:00 p.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 conditions precedent contained in SECTIONS 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) and 5.02 Article V, as applicable, would not on such date be satisfied (or waived pursuant to SECTION 14.07Section 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 an the Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS 5.01 or 5.02Article 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 one (1) year after 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 five Business Day next Days immediately preceding the 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 (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 DateDollars.

Types and Amounts. An Issuing Bank shall not have any obligation to Issue, and shall 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), not Issue any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 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 Revolving Credit Facility Outstandings in respect of the Domestic Facility or the Multicurrency Facility, as applicable, 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 Credit Facility Foreign Borrower at such time would exceed such Foreign Borrower's Foreign Borrower Sublimit or (B) from any of the Lenders at or before 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 conditions precedent contained in SECTIONS Sections 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) and 5.02 or 5.02, as applicable, would not on such date be satisfied (or waived pursuant to SECTION 14.07Section 13.07), 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 an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions -48- 50 precedent set forth in SECTIONS 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 one (1) year after the date of Issuance issuance (without regard to any renewal provisions thereof) or (B) the Business Day next preceding the Revolving Credit Termination Date; or (iv) which is in a currency other than (A) a Dollars with respect to Letters or an Alternative Currency in which such Issuing Bank is then issuing 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 Datecredit.

Types and Amounts. An Issuing Bank shall not have any obligation to Issue, and shall notnot Issue, 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 such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) if the Issuing Bank receives notice (A) from the Administrative Agent at or before 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, immediately after giving effect to the Issuance of such Letter of Credit, (I) the Letter of Credit Facility Outstandings in respect of Obligations at such time would exceed $60,000,000 or (II) the Domestic Facility or the Multicurrency Facility, as applicable, Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount for at such Credit Facility time, or (B) from any of the Requisite Lenders at or before 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 conditions precedent contained in SECTIONS Section 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) and or Section 5.02 would not on such date be satisfied (or waived pursuant to SECTION 14.07)satisfied, unless such conditions are thereafter satisfied or waived and notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS Sections 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 one (1) year after 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 (B) the Business Day next preceding the Termination Date; or (iv) day which is in a currency other than (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 180th day following 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 Commitment Termination Date.

Types and Amounts. An Issuing Bank shall not have any obligation to Issue, and shall notnot Issue, 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 such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) if the Issuing Bank receives notice (A) from the Administrative Agent at or before 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, immediately after giving effect to the Issuance of such Letter of Credit, (I) the Letter of Credit Facility Outstandings in respect of Obligations at such time would exceed $60,000,000 or (II) the Domestic Facility or the Multicurrency Facility, as applicable, Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount for at such Credit Facility time, or (B) from any of the Requisite Lenders at or before 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 conditions precedent contained in SECTIONS Section 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Effective Date) and or Section 5.02 would not on such date be satisfied (or waived pursuant to SECTION 14.07)satisfied, unless such conditions are thereafter satisfied or waived and notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS Sections 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 one (1) year after 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 (B) the Business Day next preceding the Termination Date; or (iv) day which is in a currency other than (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 180th day following 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 Commitment Termination Date.

Types and Amounts. An Issuing Bank shall not have any obligation to Issue, and shall 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 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 such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) if the Issuing Bank receives notice (A) from the Administrative Agent at or before 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, immediately after giving effect to the Issuance of such Letter of Credit, the Credit Facility Outstandings in respect of the Domestic Facility or the Multicurrency Facility, as applicable, at such time would exceed the Maximum Credit Amount for such Credit Facility or (B) from any of the Lenders at or before 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 conditions precedent contained in SECTIONS 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 Section 14.07), unless such conditions are thereafter satisfied or waived and notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS Sections 5.01 or 5.02, as applicable, have been satisfied or waived); (iii) which has an expiration date later than the earlier of (A) the date one (1) year after the date of Issuance or (B) the Business Day next preceding the 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 (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. An Issuing Bank shall not have any obligation to Issueissue, amend or extend, and shall notnot issue, except as otherwise agreed by the Requisite Lenders and Issuing Bank (except with respect to amend or extend, any notification received by an Issuing Bank pursuant to SECTION 2.02(a)(ii)(A), which shall require the agreement Letter of all of the Lenders and the Issuing Bank), Issue any Credit or Alternative Currency Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to such Issuing Bank, after giving effect to the Issuance issuance, amendment or extension of the Letter of Credit or Alternative Currency Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) if the Issuing Bank receives notice (A) from the Administrative Agent at or before 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 thatif, immediately after giving effect to the Issuance issuance, amendment or extension of such Letter of Credit or Alternative Currency Letter of Credit, (1) the Letter of Credit Obligations at such time would exceed $150,000,000 with respect to Letters of Credit (including Alternative Currency Letters of Credit, the amount of which shall be calculated based on the Dollar Equivalent Amount thereof), (2) the aggregate amount of all outstanding Letters of Credit Facility Outstandings in respect issued by any Issuing Bank at any time would exceed its Letter of Credit Commitment at such time, or (3) the Domestic Facility or the Multicurrency Facility, as applicable, Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount for at such Credit Facility time, or (B4) from any the sum of the Lenders at or before 11:00 a.m. (New York or London time, as applicable, Loans in the Alternative Currency and the Letter of Credit Obligations with respect to a Letter Alternative Currency Letters of Credit Issued under at such time would exceed the Domestic Facility Alternative Currency Sublimit, or the Multicurrency Facility, respectively(5) on the date of the proposed Issuance of such Letter of Credit that one or more of the conditions precedent contained in SECTIONS 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) and 5.02 Sections 6.1 or 6.2, as applicable, would not on such date be satisfied (or waived pursuant to SECTION 14.07)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 an such Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS 5.01 Sections 6.1 or 5.026.2, as applicable, have been satisfied or waivedsatisfied); (iii) which has an expiration date later than the earlier first anniversary of (A) the date one (1) year after the date of Issuance or (B) the Business Day next preceding the then Revolving Credit Termination Date; or; (iv) which is in a currency other than (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 Borrowersor an Alternative Currency; (v) (A) where the Issuance and terms beneficiary of which such Letter of Credit or Alternative Currency Letter of Credit is governed by a Sanctioned Person, (B) to secure any transaction or the laws undertaking of any jurisdiction other than activity or business of or with any Sanctioned Person, or in any country or territory, that at the United Statestime 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, England 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 other 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 approved by 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 Bank of America, N.A. (and/or any other Lender or Affiliate of a Lender designated by the applicable 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; or (vi”) is not prohibited from issuing such Letter of which Credit pursuant to any of the date preceding paragraphs of Issuance is less than eleven (11) Business Days before this Section 3.1(a), then the Termination DateReplacement Issuing Bank shall, subject to the other provisions of this Agreement, issue such Letter of Credit.

Types and Amounts. An The Issuing Bank shall not have any obligation to Issue, and shall 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), not Issue any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to such the Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed $40,000,000 or any limit imposed by law or regulation upon such the Issuing Bank; (ii) if the Issuing Bank receives written notice (A) from the Administrative Agent or the Borrowers at or before 11:00 a.m. 2:00 p.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 Business Day immediately preceding 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 Facility Outstandings in respect of Obligations at such time would exceed $40,000,000 or (2) the Domestic Facility or the Multicurrency Facility, as applicable, Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount for at such Credit Facility time, or (B) from any of the Lenders at or before 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 conditions precedent contained in SECTIONS Section 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) and 5.02 or 5.02, as applicable, would not on such date be satisfied (or waived pursuant to SECTION 14.07Section 13.07), 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 an the Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS Section 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 one (1) year after which occurs 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 364 days following the date of Issuance with respect to a Standby Letter of Credit or (B) the Business Day next date which is the thirtieth day immediately preceding the Commitment Termination Date; or (iv) which is in a currency other than (A) a Dollars Date with respect to Letters a Commercial Letter of Credit requested by Credit, the Domestic Borrowers and (B) a Specified Foreign Currency date which is the sixtieth day immediately preceding the Commitment Termination Date with respect to Letters a Usance Letter of Credit requested by or the Multicurrency Borrowers; (v) the Issuance and terms of date which is governed by the laws fifth Business Day immediately preceding the Commitment Termination Date with respect to a Standby Letter of Credit; provided, however, any jurisdiction other Letter of Credit may expire on a date which is no later than the United States, England or any other jurisdiction which is approved by 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 an 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 Issuing Bank; or (vi) of which the date of Issuance is less than eleven (11) Business Days before the Termination Datethereto.

Types and Amounts. An Issuing Bank shall not have any obligation ----------------- to Issue, and shall 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), not Issue any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 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, (I) the Letter of Credit Facility Outstandings in respect Obligations at such time would exceed the amount of the Domestic Facility L/C Subfacility in effect at such time or (II) the Multicurrency Facility, as applicable, Revolving Credit Obligations at such time would exceed the Maximum Amount of Revolving Credit Amount for Obligations at such Credit Facility time, or (B) from any of the Lenders at or before 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 conditions precedent contained in SECTIONS Sections -------- 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) and 5.02 or 5.02, as applicable, would not on such date be satisfied (or waived ---- ---- pursuant to SECTION 14.07Section 13.07), 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 an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS Sections 5.01 or 5.02, 5.02 as applicable, have ------------- ---- been satisfied or waived); (iii) which has an expiration date later than the earlier of (A) the date one (1) year after the date of Issuance issuance (without regard to any automatic renewal provisions thereof) or (B) the Business Day 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 (A) a Dollars with respect to Letters or an Alternative Currency in which such Issuing Bank is then issuing 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 Datecredit.

Types and Amounts. An No Issuing Bank shall not have any obligation to Issue, and shall not, except as otherwise agreed by the Requisite Lenders Majority Banks and such Issuing Bank (except with respect to any notification received by an Issuing Bank pursuant to SECTION 2.02(a)(ii)(ASection 2.02C(a)(ii)(A), which shall require the agreement of all of the Lenders Banks and the such Issuing Bank), Issue any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) if the such Issuing Bank receives notice (A) from the Administrative Agent at or before 11:00 a.m. A.M. (New York or London City 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, immediately after giving effect to the Issuance of such Letter of Credit, the Revolving Credit Facility Outstandings in respect of the Domestic Facility or the Multicurrency Facility, as applicable, Obligations at such time would exceed the Maximum Total Commitment or the outstanding Letter of Credit Amount for such Obligations would exceed the amount of the Letter of Credit Facility Sublimit, or (B) from any of the Lenders Banks at or before 11:00 a.m. A.M. (New York or London City 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 conditions precedent contained in SECTIONS 5.01 Sections 3.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Restatement Date) and 5.02 , if applicable), 3.02, and, if applicable, 3.03, would not on such date be satisfied (or waived pursuant to SECTION 14.07)satisfied, unless such conditions are thereafter satisfied or waived and notice of such satisfaction or waiver is given to the such Issuing Bank by the Administrative Agent (and an such Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS 5.01 Sections 3.01, 3.02 or 5.023.03, as applicable, have been satisfied or waived); (iii) which has an expiration date later than the earlier of (A) the date one (1) year after the date of Issuance or (B) except as otherwise set forth in Section 2.02C(j), the Business Day next preceding five Business Days prior to the Stated Termination Date; or (iv) which is in a currency other than (A) Dollars or a Dollars with respect Primary Currency, or if agreed to Letters of Credit requested by the Domestic Borrowers each Bank and (B) such Issuing Bank in their absolute and sole discretion, an Alternative Currency that is not a Specified Foreign Currency with respect to Letters of Credit requested by the Multicurrency Borrowers;Primary Currency; or (v) the Issuance and terms of which is are governed by the laws of any jurisdiction other than the United States, England States or any other jurisdiction which is approved by the Administrative Agent and the applicable such Issuing Bank; or Bank (vi) of which the date of Issuance is less than eleven (11) Business Days before the Termination Dateapproval shall not be unreasonably withheld or delayed).

Types and Amounts. An Issuing Bank shall not have any obligation to Issue, and shall 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 such Issuing Bank), Issue any Letter of Credit at any timeif: (i) if the aggregate Letter of Credit Obligations with respect to such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) if the such Issuing Bank receives written notice (A) from the Administrative Agent at or before 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 Business Day immediately preceding 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, (I) the Revolving Credit Facility Outstandings in respect of the Domestic Facility or the Multicurrency Facility, as applicable, Obligations at such time would exceed the Maximum Revolving Credit Amount Commitments at such time, (II) the Letter of Credit Obligations at such time would exceed the Letter of Credit Sublimit at such time or (III) with respect to any Foreign Borrower, the Revolving Credit Obligations of the Foreign Borrower for whose account such Letter of Credit Facility is being Issued would exceed such Foreign Borrower's Revolving Credit Sublimit in effect at such time or (B) from the Administrative Agent or any of the Lenders at or before 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 Business Day immediately preceding the date of the proposed Issuance of such Letter of Credit that one or more of the conditions precedent contained in SECTIONS Sections 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) and 5.02 or 5.02, as applicable, would not on such date be satisfied (or waived pursuant to SECTION 14.07Section 13.07), 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 an it being understood that such Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS Sections 5.01 or 5.02, as applicable, have been satisfied or waived);; or (iii) which such Letter of Credit has an expiration date later than the earlier of (A) the date one (1) year after the date of Issuance (after taking into account any automatic renewal provisions thereof) or (B) the Business Day next preceding the Revolving Credit Termination Date; provided, that, at the request of any Borrower, the Administrative Agent may, but shall not be obligated to, request such Issuing Bank to Issue a Letter of Credit with an expiration date after the date in clause (A) or (B) above; or (iv) which such Letter of Credit is in a currency other than Dollars or an Optional Currency. If the Administrative Agent decides, in its sole discretion, to request any Issuing Bank to Issue a Letter of Credit pursuant to the proviso in clause (Aiii) a Dollars above, the Borrower for whose account such Letter of Credit is being Issued agrees that on the Revolving Credit Termination Date it shall deposit with the Administrative Agent for the benefit of the Lenders and such Issuing Bank with respect to Letters such Letter of Credit requested by cash or Cash Equivalents (in each case, in the Domestic Borrowers and (B) a Specified Foreign Currency with respect to Letters currency in which such Letter of Credit requested by is denominated) equal to 105% of the Multicurrency Borrowers; (v) the Issuance and terms greatest amount that such Letter of which is governed by the laws of any jurisdiction other than the United States, England or any other jurisdiction which is approved Credit may be drawn. Such deposits shall be held as Cash Collateral by the Administrative Agent for the benefit of the Lenders and any such Issuing Bank as security for, and to provide for the applicable Issuing Bank; or (vi) of which payment of, the date of Issuance is less than eleven (11) Business Days before the Termination DateReimbursement Obligations therefor.

Types and Amounts. An Issuing Bank shall not have any obligation to Issueissue, amend or extend, and shall notnot issue, except as otherwise agreed by the Requisite Lenders and Issuing Bank (except with respect to amend or extend, any notification received by an Issuing Bank pursuant to SECTION 2.02(a)(ii)(A), which shall require the agreement Letter of all of the Lenders and the Issuing Bank), Issue any Credit or Alternative Currency Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to such Issuing Bank, after giving effect to the Issuance issuance, amendment or extension of the Letter of Credit or Alternative Currency Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) if the Issuing Bank receives notice (A) from the Administrative Agent at or before 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 thatif, immediately after giving effect to the Issuance issuance, amendment or extension of such Letter of Credit or Alternative Currency Letter of Credit, (1) the Letter of Credit Obligations at such time would exceed $150,000,000 with respect to Letters of Credit (including Alternative Currency Letters of Credit, the amount of which shall be calculated based on the Dollar Equivalent Amount thereof), or (2) the aggregate amount of all outstanding Letters of Credit Facility Outstandings in respect issued by any Issuing Bank at any time would exceed its Letter of Credit Commitment at such time (unless otherwise agreed by such Issuing Bank), or (3) the Domestic Facility or the Multicurrency Facility, as applicable, Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount for at such Credit Facility time, or (B4) from any such Issuing Bank’s Revolving Credit Exposure would exceed its Revolving Credit Commitment, or (5) the sum of the Lenders at or before 11:00 a.m. (New York or London time, as applicable, Loans in the Alternative Currency and the Letter of Credit Obligations with respect to a Letter Alternative Currency Letters of Credit Issued under at such time would exceed the Domestic Facility Alternative Currency Sublimit, or the Multicurrency Facility, respectively(6) on the date of the proposed Issuance of such Letter of Credit that one or more of the conditions precedent contained in SECTIONS 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) and 5.02 Sections 6.1 or 6.2, as applicable, would not on such date be satisfied (or waived pursuant to SECTION 14.07)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 an such Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS 5.01 Sections 6.1 or 5.026.2, as applicable, have been satisfied or waivedsatisfied); (iii) which has an expiration date later than the earlier first anniversary of (A) the date one (1) year after the date of Issuance or (B) the Business Day next preceding the then Revolving Credit Termination Date; or; (iv) which is in a currency other than (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 Borrowersor an Alternative Currency; (v) (A) where the Issuance and terms beneficiary of which such Letter of Credit or Alternative Currency Letter of Credit is governed by a Sanctioned Person, (B) to secure any transaction or the laws undertaking of any jurisdiction other than activity or business of or with any Sanctioned Person, or in any country or territory, that at the United Statestime 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, England 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 other 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 approved by 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 Bank of America, N.A. (and/or any other Lender or Affiliate of a Lender designated by the applicable 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; or 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 (viii) of which the date of Issuance is less than eleven (11) Business Days before the Termination Dateabove shall not be satisfied.

Types and Amounts. An Issuing Bank shall not have any obligation to Issueissue, amend or extend, and shall notnot issue, except as otherwise agreed by the Requisite Lenders and Issuing Bank (except with respect to amend or extend, any notification received by an Issuing Bank pursuant to SECTION 2.02(a)(ii)(A), which shall require the agreement Letter of all of the Lenders and the Issuing Bank), Issue any Credit or Alternative Currency Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to such Issuing Bank, after giving effect to the Issuance issuance, amendment or extension of the Letter of Credit or Alternative Currency Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) if the Issuing Bank receives notice (A) from the Administrative Agent at or before 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 thatif, immediately after giving effect to the Issuance issuance, amendment or extension of such Letter of Credit or Alternative Currency Letter of Credit, (1) the Letter of Credit Obligations at such time would exceed $500,000,000 with respect to Letters of Credit (including Alternative Currency Letters of Credit, the amount of which shall be calculated based on the Dollar Equivalent Amount thereof); provided the Letter of Credit Facility Outstandings in Obligations with respect to any Letters of Credit issued for the Domestic Facility account of a Qualified Borrower formed or organized under the Multicurrency Facilitylaws of Luxembourg shall not exceed $250,000,000, as applicable, or (2) the Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount for at such Credit Facility time, or (B3) from any the sum of the Lenders at or before 11:00 a.m. (New York or London time, as applicable, Loans in the Alternative Currency and the Letter of Credit Obligations with respect to a Letter Alternative Currency Letters of Credit Issued under at such time would exceed the Domestic Facility Alternative Currency Sublimit, or the Multicurrency Facility, respectively(4) on the date of the proposed Issuance of such Letter of Credit that one or more of the conditions precedent contained in SECTIONS 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) and 5.02 Sections 6.1 or 6.2, as applicable, would not on such date be satisfied (or waived pursuant to SECTION 14.07)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 an such Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS 5.01 Sections 6.1 or 5.026.2, as applicable, have been satisfied or waivedsatisfied); (iii) which has an expiration date later than the earlier first anniversary of (A) the date one (1) year after the date of Issuance or (B) the Business Day next preceding the then Revolving Credit Termination Date; or; (iv) which is in a currency other than (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 Borrowersor an Alternative Currency; (v) (A) where the Issuance and terms beneficiary of which such Letter of Credit or Alternative Currency Letter of Credit is governed by a Sanctioned Person, (B) to secure any transaction or the laws undertaking of any jurisdiction other than activity or business of or with any Sanctioned Person, or in any country or territory, that at the United Statestime 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, England 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 other 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 approved by 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 Bank of America, N.A. (and/or any other Lender or Affiliate of a Lender designated by the applicable 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; or (vi”) is not prohibited from issuing such Letter of which Credit pursuant to any of the date preceding paragraphs of Issuance is less than eleven (11) Business Days before this Section 3.1(a), then the Termination DateReplacement Issuing Bank shall, subject to the other provisions of this Agreement, issue such Letter of Credit.

Types and Amounts. An No Issuing Bank shall not have any obligation to Issueissue, and amend or extend, or shall notissue, 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)amend or extend, 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 such Issuing Bank, after giving effect to the Issuance issuance, amendment or extension of the Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) if the such Issuing Bank receives written notice (A) from the Administrative Agent at or before 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 issuance, amendment or extension of such Letter of Credit that, that (A) immediately after giving effect to the Issuance issuance, amendment or extension of such Letter of Credit, (I) the Letter of Credit Facility Outstandings in respect of the Domestic Facility or the Multicurrency Facility, as applicable, Obligations at such time would exceed $5,000,000 or (II) the Maximum Revolving Credit Amount for Availability at such Credit Facility time would be less than zero, or (B) from any of the Lenders at or before 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 conditions precedent contained in SECTIONS 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) and 5.02 Sections 6.01 or 6.02, as applicable, would not on such date be satisfied (or waived pursuant to SECTION 14.07)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 an the Issuing Bank Banks shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTIONS 5.01 Sections 6.01 or 5.026.02, as applicable, have been satisfied or waivedsatisfied); (iii) which has an expiration date later than the earlier of (A) the date one (1) year after the date of Issuance issuance (without regard to any automatic renewal pro visions thereof) or (B) the Business Day next preceding the scheduled Revolving Credit Termination Date; or; (iv) which is in a currency other than a currency in which such Issuing Bank is then issuing letters of credit; or (Av) if the aggregate Dollar equivalent of the face amount of Letters of Credit issued in a Dollars 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 requested by the Domestic Borrowers and (B) denominated in 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 currency other than Dollars based on the United States, England or any other jurisdiction which is approved by Dollar equivalent of such currency at the Administrative Agent and the applicable Issuing Bank; or (vi) of which exchange rate therefor as in effect on the date of Issuance is less than eleven (11) Business Days before the Termination Datedetermination.