Common use of Conditions to the Issuance of all Letters of Credit Clause in Contracts

Conditions to the Issuance of all Letters of Credit. (a) Notwithstanding anything to the contrary set forth in this Article II, no Issuing Bank shall be under any obligation to issue any Letter of Credit if at the time of such issuance: (i) any order, judgment or decree of any Official Body or arbitrator shall purport by its terms to enjoin or restrain such Issuing Bank from issuing such Letter of Credit or any requirement of law applicable to such Issuing Bank or any Bank or any request or directive (whether or not having the force of law) from any Official Body with jurisdiction over such Issuing Bank or any Bank shall prohibit, or request that such Issuing Bank or any Banks refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank or any Bank with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuing Bank is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to such Issuing Bank as of the Closing Date; (ii) the conditions precedent set forth in Section 6.02 are not satisfied at that time; or (iii) such Issuing Bank shall have received notice from any Borrower or the Required Banks prior to the issuance of such Letter of Credit of the type described in clause (vi) of Section 2.11(b). (b) Notwithstanding anything to the contrary set forth in this Article II; (i) Letters of Credit may only be denominated in Approved Currencies; (ii) no Letter of Credit shall be issued if after giving effect thereto the Letter of Credit Outstandings, when added to the aggregate outstanding Principal Amount of all Revolving Credit Loans and Bid Loans at such time, would exceed the Revolving Credit Commitments at such time; (iii) no Letter of Credit shall be issued at any time if after giving effect thereto the Letter of Credit Outstandings in respect of all Letters of Credit would exceed $100,000,000; (iv) no Letter of Credit shall be issued if after giving effect to any such Letter of Credit issued for the account of (i) Holdings, AGRI and AGRO and any other Loan made on or before the issuance of such Letter of Credit, the aggregate Principal Amount of all Bid Loans and Revolving Credit Loans incurred by all such Borrowers and the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of all such Borrowers would exceed the Holdings Sub-Limit and (ii) the UK Borrower and any other Loan made on or before the issuance of such Letter of Credit, the aggregate Principal Amount of all Bid Loans and Revolving Credit Loans incurred by the UK Borrower and the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of the UK Borrower would exceed $20,000,000; (v) each Letter of Credit shall have an expiry date occurring not later than one year after such Letter of Credit’s date of issuance, provided that each such Letter of Credit may by its terms automatically renew annually for one additional year unless the respective Issuing Bank notifies the beneficiary thereof, in accordance with the terms of such Letter of Credit, that such Letter of Credit will not be renewed; and (vi) no Issuing Bank will issue any Letter of Credit after it has received written notice from any Borrower or the Required Banks stating that an Event of Default or a Potential Default exists until such time as the Issuing Bank shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering the same or (y) a waiver of such Event of Default or Potential Default by the Required Banks. (c) Subject to and on the terms and conditions set forth herein, each Issuing Bank is hereby authorized by each Borrower and the Banks to arrange for the issuance of any Letter of Credit pursuant to Section 2.10 and the amendment of any Letter of Credit pursuant to Section 2.15 and/or 10.01 by: (i) completing the commencement date and the expiry date of such Letter of Credit; and (ii) (in the case of an amendment increasing or reducing the amount thereof) amending such Letter of Credit in such manner as such Issuing Bank and the respective beneficiary may agree.

Conditions to the Issuance of all Letters of Credit. (a) Notwithstanding anything to the contrary set forth in this Article IIIII, no Issuing Bank LC Issuer shall be under any obligation to issue any Letter of Credit if at the time of such issuance: (i) any order, judgment or decree of any Official Body Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain such Issuing Bank LC Issuer from issuing such Letter of Credit or any requirement of law applicable to such Issuing Bank LC Issuer or any Bank Lender or any request or directive (whether or not having the force of law) from any Official Body Governmental Authority with jurisdiction over such Issuing Bank LC Issuer or any Bank Lender shall prohibit, or request that such Issuing Bank LC Issuer or any Banks Lenders refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank LC Issuer or any Bank Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuing Bank LC Issuer is not otherwise compensated) not in effect on the Closing Effective Date, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to such Issuing Bank LC Issuer as of the Closing Effective Date; (ii) the conditions precedent set forth in Section 6.02 5.02 are not satisfied at that time; or (iii) such Issuing Bank LC Issuer shall have received notice from any Borrower or the Required Banks Lenders prior to the issuance of such Letter of Credit of the type described in clause (viv) of Section 2.11(b3.03(b). (b) Notwithstanding anything to the contrary set forth in this Article II;III: (i) Letters no Letter of Credit may only shall be denominated in Approved Currenciesissued at any time when the Letter of Credit Outstandings exceed (or would after giving effect to such issuance exceed) the Total Commitment at such time; (ii) no Letter of Credit shall be issued if for the account of any Borrower at any time when the Borrowing Base Requirement attributable to such Borrower exceed (or would after giving effect thereto to such issuance exceed) the Letter Borrowing Base of Credit Outstandings, when added to the aggregate outstanding Principal Amount of all Revolving Credit Loans and Bid Loans at such time, would exceed the Revolving Credit Commitments Borrower at such time; (iii) no Letter of Credit shall be issued at any time if after giving effect thereto the Letter of Credit Outstandings in respect of all Letters of Credit would exceed $100,000,000Reserved; (iv) no Letter of Credit shall be issued if after giving effect to any such Letter of Credit issued for the account of (i) Holdings, AGRI and AGRO and any other Loan made on or before the issuance of such Letter of Credit, the aggregate Principal Amount of all Bid Loans and Revolving Credit Loans incurred by all such Borrowers and the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of all such Borrowers would exceed the Holdings Sub-Limit and (ii) the UK Borrower and any other Loan made on or before the issuance of such Letter of Credit, the aggregate Principal Amount of all Bid Loans and Revolving Credit Loans incurred by the UK Borrower and the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of the UK Borrower would exceed $20,000,000; (v) each Letter of Credit shall have an expiry date occurring not later than one year after such Letter of Credit’s 's date of issuance, provided that each such Letter of Credit (other than the Support Letter of Credit) may by its terms automatically renew annually for one additional year unless the respective Issuing Bank LC Issuer notifies the beneficiary thereof, in accordance with the terms of such Letter of Credit, that such Letter of Credit will not be renewed; and (viv) no Issuing Bank LC Issuer will issue any Letter of Credit after it has received written notice from any Borrower or the Required Banks Lenders stating that a Default or an Event of Default or a Potential Default exists until such time as the Issuing Bank such LC Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering the same or (y) a waiver of such Default or Event of Default or Potential Default by the Required BanksLenders. (c) Subject to and on the terms and conditions set forth herein, each Issuing Bank LC Issuer is hereby authorized by each Borrower and the Banks Lenders to arrange for the issuance of any Letter of Credit pursuant to Section 2.10 hereunder and the amendment of any Letter of Credit pursuant to Section 2.15 3.08 and/or 10.01 11.02 by: (i) completing the commencement date and the expiry date of such Letter of Credit; and (ii) (in the case of an amendment increasing or reducing the amount thereof) amending such Letter of Credit in such manner as such Issuing Bank LC Issuer and the respective beneficiary may agree.

Conditions to the Issuance of all Letters of Credit. (a) Notwithstanding anything to the contrary set forth in this Article IISection 2, no Issuing Bank LC Issuer shall be under any obligation to issue any Letter of Credit if at the time of such issuance: (i) any order, judgment or decree of any Official Body Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain such Issuing Bank LC Issuer from issuing such Letter of Credit or any requirement of law applicable to such Issuing Bank LC Issuer or any Bank Lender or any request or directive (whether or not having the force of law) from any Official Body Governmental Authority with jurisdiction over such Issuing Bank LC Issuer or any Bank Lender shall prohibit, or request that such Issuing Bank LC Issuer or any Banks Lenders refrain from, the issuance of letters Letters of credit Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank LC Issuer or any Bank Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuing Bank LC Issuer is not otherwise compensated) not in effect on the Closing Effective Date, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to such Issuing Bank LC Issuer as of the Closing Effective Date; (ii) the conditions precedent set forth in Section 6.02 5.02 are not satisfied at that time; or (iii) such Issuing Bank LC Issuer shall have received notice from any Borrower or the Required Banks Lenders prior to the issuance of such Letter of Credit of the type described in clause (viv) of Section 2.11(b2.03(b). (b) Notwithstanding anything to the contrary set forth in this Article II;Section 2: (i) Letters of Credit may only be denominated in Approved Currencies; (ii) no Letter of Credit shall be issued if after giving effect thereto the Stated Amount of which, when added to (x) the Letter of Credit OutstandingsOutstandings (exclusive of Unpaid Drawings which are repaid on the date of, when added and prior to the issuance of, the respective Letter of Credit) at such time, and (y) the aggregate outstanding Principal Amount of all Revolving Credit Loans and Bid Loans at such timethen outstanding, would exceed the Revolving Credit Commitments Total Commitment at such time;. (ii) each Several Letter of Credit may be denominated in any Approved Currency as determined by each such Borrower at the time of issuance and each Fronted Letter of Credit may only be denominated in U.S. Dollars. (iii) no Fronted Letter of Credit shall be issued at any time if after giving effect thereto the Letter of Credit Outstandings in respect of attributable to all Fronted Letters of Credit would exceed $100,000,00025,000,000; (iv) no Letter of Credit shall be issued if after giving effect to any such Letter of Credit issued for the account of (i) Holdings, AGRI and AGRO and any other Loan made on or before the issuance of such Letter of Credit, the aggregate Principal Amount of all Bid Loans and Revolving Credit Loans incurred by all such Borrowers and the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of all such Borrowers would exceed the Holdings Sub-Limit and (ii) the UK Borrower and any other Loan made on or before the issuance of such Letter of Credit, the aggregate Principal Amount of all Bid Loans and Revolving Credit Loans incurred by the UK Borrower and the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of the UK Borrower would exceed $20,000,000; (v) each Letter of Credit shall have an expiry date occurring not later than one year after such Letter of Credit’s date of issuance, provided that each such Letter of Credit may by its terms automatically renew annually for one additional year unless the respective Issuing Bank LC Issuer notifies the beneficiary thereof, in accordance with the terms of such Letter of Credit, that such Letter of Credit will not be renewed; and (viv) no Issuing Bank LC Issuer will issue any Letter of Credit after it has received written notice from any Borrower or the Required Banks Lenders stating that a Default or an Event of Default or a Potential Default exists until such time as the Issuing Bank Agent shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering the same or (y) a waiver of such Default or Event of Default or Potential Default by the Required BanksLenders. (c) Subject to and on the terms and conditions set forth herein, each Issuing Bank LC Issuer is hereby authorized by each Borrower and the Banks Lenders to arrange for the issuance of any Letter of Credit pursuant to Section 2.10 2.01 or 2.02 and the amendment of any Letter of Credit pursuant to Section 2.15 2.08 and/or 10.01 12.04(b) by: (i) completing the commencement date and the expiry date of such Letter of Credit; and; (ii) (in the case of an amendment increasing or reducing the amount thereof) amending such Letter of Credit in such manner as such Issuing Bank LC Issuer and the respective beneficiary may agree; (iii) in the case of Several Letters of Credit, completing such Several Letter of Credit with the participation of each Lender as allocated pursuant to the terms hereof; and (iv) in the case of Several Letters of Credit, executing such Several Letter of Credit on behalf of each Lender and following such execution delivering such Several Letter of Credit to the beneficiary of such Letter of Credit.

Conditions to the Issuance of all Letters of Credit. (a) Notwithstanding anything to the contrary set forth in this Article II, no Issuing Bank LC Issuer shall be under any obligation to issue any Letter of Credit if at the time of such issuance: (i) any order, judgment or decree of any Official Body Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain such Issuing Bank LC Issuer from issuing such Letter of Credit or any requirement of law applicable to such Issuing Bank LC Issuer or any Bank Lender or any request or directive (whether or not having the force of law) from any Official Body Governmental Authority with jurisdiction over such Issuing Bank LC Issuer or any Bank Lender shall prohibit, or request that such Issuing Bank LC Issuer or any Banks Lenders refrain from, the issuance of letters of credit generally or such Letter the applicable type of Credit in particular letter of credit or shall impose upon such Issuing Bank LC Issuer or any Bank Lender with respect to such Letter the applicable type of Credit letter of credit any restriction or reserve or capital requirement (for which such Issuing Bank LC Issuer or such Lender is not otherwise compensated) not in effect on the Closing Effective Date, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to such Issuing Bank LC Issuer, as of the Closing Effective Date; (ii) the conditions precedent set forth in Section 6.02 4.02 are not satisfied at that time; or (iii) such Issuing Bank LC Issuer shall have received notice from any Borrower Account Party or the Required Banks Lenders prior to the issuance of such Letter of Credit of the type described in clause (viv) of Section 2.11(b2.03(b). (b) Notwithstanding anything to the contrary set forth in this Article II;, (i) Letters no Letter of Credit may only shall be denominated in Approved Currenciesissued at any time when the Letter of Credit Outstandings exceed (or would after giving effect to such issuance exceed) the Total Commitment at such time; (ii) no Letter of Credit shall be issued if after giving effect thereto for the account of any Account Party at any time when the Letter of Credit Outstandings, when added Outstandings attributable to such Account Party exceed (or would after giving effect to such issuance exceed) the aggregate outstanding Principal Amount Borrowing Base of all Revolving Credit Loans and Bid Loans at such time, would exceed the Revolving Credit Commitments Account Party at such time; (iii) no Fronted Letter of Credit shall be issued by a Fronting Lender at any time if after giving effect thereto the Letter of Credit Outstandings in respect of all Fronted Letters of Credit issued by such Fronting Lender exceed (or would exceed $100,000,000after giving effect to such issuance exceed) the maximum aggregate Stated Amount of all Fronted Letters of Credit that such Fronting Lender has agreed to issue in a separate agreement with the Company, if any; (iv) no Letter of Credit shall be issued if after giving effect to any such Letter of Credit issued for the account of (i) Holdings, AGRI and AGRO and any other Loan made on or before the issuance of such Letter of Credit, the aggregate Principal Amount of all Bid Loans and Revolving Credit Loans incurred by all such Borrowers and the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of all such Borrowers would exceed the Holdings Sub-Limit and (ii) the UK Borrower and any other Loan made on or before the issuance of such Letter of Credit, the aggregate Principal Amount of all Bid Loans and Revolving Credit Loans incurred by the UK Borrower and the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of the UK Borrower would exceed $20,000,000; (v) each Letter of Credit shall have an expiry date occurring not later than one year after such Letter of Credit’s 's date of issuance, provided that that, subject to Section 2.07, each such Letter of Credit may by its terms automatically renew annually for one additional one-year periods unless the respective Issuing Bank LC Issuer notifies the beneficiary thereof, in accordance with the terms of such Letter of Credit, that such Letter of Credit will not be renewed; and (viv) no Issuing Bank LC Issuer will issue any Letter of Credit after it has received written notice from any Borrower Account Party or the Required Banks Lenders stating that a Default or an Event of Default or a Potential Default exists until such time as the Issuing Bank Agent shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering the same or (y) a waiver of such Default or Event of Default or Potential Default by the Required BanksLenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02). (c) Subject to and on the terms and conditions set forth herein, each Issuing Bank LC Issuer is hereby authorized by each Borrower Account Party and the Banks Lenders to arrange for the issuance of any Letter of Credit pursuant to Section 2.10 2.01(a) or 2.02(a) and the amendment of any Letter of Credit pursuant to Section 2.15 2.08 and/or 10.01 10.02 by: (i) completing the commencement date and the expiry date of such Letter of Credit; and; (ii) (in the case of an amendment increasing or reducing the amount thereof) amending such Letter of Credit in such manner as such Issuing Bank LC Issuer and the respective beneficiary may agree; (iii) in the case of Several Letters of Credit, completing such Letter of Credit with the participation of each Lender as allocated pursuant to the terms hereof; and (iv) in the case of Several Letters of Credit, executing such Letter of Credit on behalf of each Lender and following such execution delivering such Letter of Credit to the beneficiary of such Letter of Credit.

Conditions to the Issuance of all Letters of Credit. (a) Notwithstanding anything to the contrary set forth in this Article IIIII, no Issuing Bank LC Issuer shall be under any obligation to issue any Letter of Credit if at the time of such issuance: (i) any order, judgment or decree of any Official Body Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain such Issuing Bank LC Issuer from issuing such Letter of Credit or any requirement of law applicable to such Issuing Bank LC Issuer or any Bank Lender or any request or directive (whether or not having the force of law) from any Official Body Governmental Authority with jurisdiction over such Issuing Bank LC Issuer or any Bank Lender shall prohibit, or request that such Issuing Bank LC Issuer or any Banks Lenders refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank LC Issuer or any Bank Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuing Bank LC Issuer is not otherwise compensated) not in effect on the Closing Effective Date, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to such Issuing Bank LC Issuer as of the Closing Effective Date; (ii) the conditions precedent set forth in Section 6.02 5.02 are not satisfied at that time; or (iii) such Issuing Bank LC Issuer shall have received notice from any Borrower or the Required Banks Lenders prior to the issuance of such Letter of Credit of the type described in clause (viv) of Section 2.11(b3.03(b). (b) Notwithstanding anything to the contrary set forth in this Article IIIII; (i) Letters no Letter of Credit may only shall be denominated in Approved Currenciesissued at any time when the Revolving Credit Exposure exceeds (or would after giving effect to such issuance exceed) the Total Commitment at such time; (ii) no Letter of Credit shall be issued if for the account of any Borrower at any time when the Revolving Credit Exposure attributable to such Borrower exceeds (or would after giving effect thereto to such issuance exceed) the Letter Borrowing Base of Credit Outstandings, when added to the aggregate outstanding Principal Amount of all Revolving Credit Loans and Bid Loans at such time, would exceed the Revolving Credit Commitments Borrower at such time; (iii) no Fronted Letter of Credit shall be issued at any time if after giving effect thereto the Letter of Credit Outstandings in respect of all Fronted Letters of Credit would exceed $100,000,00025,000,000; (iv) no Letter of Credit shall be issued if after giving effect to any such Letter of Credit issued for the account of (i) Holdings, AGRI and AGRO and any other Loan made on or before the issuance of such Letter of Credit, the aggregate Principal Amount of all Bid Loans and Revolving Credit Loans incurred by all such Borrowers and the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of all such Borrowers would exceed the Holdings Sub-Limit and (ii) the UK Borrower and any other Loan made on or before the issuance of such Letter of Credit, the aggregate Principal Amount of all Bid Loans and Revolving Credit Loans incurred by the UK Borrower and the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of the UK Borrower would exceed $20,000,000; (v) each Letter of Credit shall have an expiry date occurring not later than one year after such Letter of Credit’s 's date of issuance, provided that each such Letter of Credit may by its terms automatically renew annually for one additional year unless the respective Issuing Bank LC Issuer notifies the beneficiary thereof, in accordance with the terms of such Letter of Credit, that such Letter of Credit will not be renewed; and (viv) no Issuing Bank LC Issuer will issue any Letter of Credit after it has received written notice from any Borrower or the Required Banks Lenders stating that a Default or an Event of Default or a Potential Default exists until such time as the Issuing Bank Agent shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering the same or (y) a waiver of such Default or Event of Default or Potential Default by the Required BanksLenders. (c) Subject to and on the terms and conditions set forth herein, each Issuing Bank LC Issuer is hereby authorized by each Borrower and the Banks Lenders to arrange for the issuance of any Letter of Credit pursuant to Section 2.10 3.01(a) or (b) and the amendment of any Letter of Credit pursuant to Section 2.15 3.08 and/or 10.01 11.02 by: (i) completing the commencement date and the expiry date of such Letter of Credit; and; (ii) (in the case of an amendment increasing or reducing the amount thereof) amending such Letter of Credit in such manner as such Issuing Bank LC Issuer and the respective beneficiary may agree; (iii) in the case of Several Letters of Credit, completing such Letter of Credit with the participation of each Lender as allocated pursuant to the terms hereof; and (iv) in the case of Several Letters of Credit, executing such Letter of Credit on behalf of each Lender and following such execution delivering such Letter of Credit to the beneficiary of such Letter of Credit.

Conditions to the Issuance of all Letters of Credit. (a) Notwithstanding anything to the contrary set forth in this Article IIIII, no Issuing Bank LC Issuer shall be under any obligation to issue any Letter of Credit if at the time of such issuance: (i) any order, judgment or decree of any Official Body Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain such Issuing Bank LC Issuer from issuing such Letter of Credit or any requirement of law applicable to such Issuing Bank LC Issuer or any Bank Lender or any request or directive (whether or not having the force of law) from any Official Body Governmental Authority with jurisdiction over such Issuing Bank LC Issuer or any Bank Lender shall prohibit, or request that such Issuing Bank LC Issuer or any Banks Lenders refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank LC Issuer or any Bank Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuing Bank LC Issuer is not otherwise compensated) not in effect on the Closing Restatement Effective Date, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to such Issuing Bank LC Issuer as of the Closing Restatement Effective Date; (ii) the conditions precedent set forth in Section 6.02 5.02 are not satisfied at that time; or (iii) such Issuing Bank LC Issuer shall have received notice from any Borrower or the Required Banks Lenders prior to the issuance of such Letter of Credit of the type described in clause (viv) of Section 2.11(b3.03(b). (b) Notwithstanding anything to the contrary set forth in this Article IIIII; (i) Letters no Letter of Credit may only shall be denominated in Approved Currenciesissued at any time when the Revolving Credit Exposure exceeds (or would after giving effect to such issuance exceed) the Total Commitment at such time; (ii) no Letter of Credit shall be issued if for the account of any Borrower at any time when the Revolving Credit Exposure attributable to such Borrower exceeds (or would after giving effect thereto to such issuance exceed) the Letter Borrowing Base of Credit Outstandings, when added to the aggregate outstanding Principal Amount of all Revolving Credit Loans and Bid Loans at such time, would exceed the Revolving Credit Commitments Borrower at such time; (iii) no Fronted Letter of Credit shall be issued at any time if after giving effect thereto the Letter of Credit Outstandings in respect of all Fronted Letters of Credit would exceed $100,000,00025,000,000; (iv) no Letter of Credit shall be issued if after giving effect to any such Letter of Credit issued for the account of (i) Holdings, AGRI and AGRO and any other Loan made on or before the issuance of such Letter of Credit, the aggregate Principal Amount of all Bid Loans and Revolving Credit Loans incurred by all such Borrowers and the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of all such Borrowers would exceed the Holdings Sub-Limit and (ii) the UK Borrower and any other Loan made on or before the issuance of such Letter of Credit, the aggregate Principal Amount of all Bid Loans and Revolving Credit Loans incurred by the UK Borrower and the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of the UK Borrower would exceed $20,000,000; (v) each Letter of Credit shall have an expiry date occurring not later than one year after such Letter of Credit’s 's date of issuance, provided that each such Letter of Credit may by its terms automatically renew annually for one additional year unless the respective Issuing Bank LC Issuer notifies the beneficiary thereof, in accordance with the terms of such Letter of Credit, that such Letter of Credit will not be renewed; and (viv) no Issuing Bank LC Issuer will issue any Letter of Credit after it has received written notice from any Borrower or the Required Banks Lenders stating that a Default or an Event of Default or a Potential Default exists until such time as the Issuing Bank Agent shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering the same or (y) a waiver of such Default or Event of Default or Potential Default by the Required BanksLenders. (c) Subject to and on the terms and conditions set forth herein, each Issuing Bank LC Issuer is hereby authorized by each Borrower and the Banks Lenders to arrange for the issuance of any Letter of Credit pursuant to Section 2.10 3.01(a) or (b) and the amendment of any Letter of Credit pursuant to Section 2.15 3.08 and/or 10.01 11.02 by: (i) completing the commencement date and the expiry date of such Letter of Credit; and; (ii) (in the case of an amendment increasing or reducing the amount thereof) amending such Letter of Credit in such manner as such Issuing Bank LC Issuer and the respective beneficiary may agree; (iii) in the case of Several Letters of Credit, completing such Letter of Credit with the participation of each Lender as allocated pursuant to the terms hereof; and (iv) in the case of Several Letters of Credit, executing such Letter of Credit on behalf of each Lender and following such execution delivering such Letter of Credit to the beneficiary of such Letter of Credit.

Conditions to the Issuance of all Letters of Credit. (a) Notwithstanding anything to the contrary set forth in this Article II, no Issuing Bank shall be under any obligation to issue any Letter of Credit if at the time of such issuance: (i) any order, judgment or decree of any Official Body or arbitrator shall purport by its terms to enjoin or restrain such Issuing Bank from issuing such Letter of Credit or any requirement of law applicable to such Issuing Bank or any Bank or any request or directive (whether or not having the force of law) from any Official Body with jurisdiction over such Issuing Bank or any Bank shall prohibit, or request that such Issuing Bank or any Banks refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank or any Bank with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuing Bank is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to such Issuing Bank as of the Closing Date; (ii) the conditions precedent set forth in Section 6.02 are not satisfied at that time; or (iii) such Issuing Bank shall have received notice from any Borrower or the Required Banks prior to the issuance of such Letter of Credit of the type described in clause (vi) of Section 2.11(b). (b) Notwithstanding anything to the contrary set forth in this Article II; (i) Letters of Credit may only be denominated in Approved Currencies; (ii) no Letter of Credit shall be issued if after giving effect thereto the Letter of Credit Outstandings, when added to the aggregate outstanding Principal Amount of all Revolving Credit Loans and Bid Loans at such time, would exceed the Revolving Credit Commitments at such time; (iii) no Letter of Credit shall be issued at any time if after giving effect thereto the Letter of Credit Outstandings in respect of all Letters of Credit would exceed $100,000,000; (iv) no Letter of Credit shall be issued if after giving effect to any such Letter of Credit issued for the account of (i) Holdings, AGRI and AGRO and any other Loan made on or before the issuance of such Letter of Credit, the aggregate Principal Amount of all Bid Loans and Revolving Credit Loans incurred by all such Borrowers and the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of all such Borrowers would exceed the Holdings Sub-Limit and (ii) the UK Borrower and any other Loan made on or before the issuance of such Letter of Credit, the aggregate Principal Amount of all Bid Loans and Revolving Credit Loans incurred by the UK Borrower and the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of the UK Borrower would exceed $20,000,00012,500,000; (v) each Letter of Credit shall have an expiry date occurring not later than one year after such Letter of Credit’s date of issuance, provided that each such Letter of Credit may by its terms automatically renew annually for one additional year unless the respective Issuing Bank notifies the beneficiary thereof, in accordance with the terms of such Letter of Credit, that such Letter of Credit will not be renewed; and (vi) no Issuing Bank will issue any Letter of Credit after it has received written notice from any Borrower or the Required Banks stating that an Event of Default or a Potential Default exists until such time as the Issuing Bank shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering the same or (y) a waiver of such Event of Default or Potential Default by the Required Banks. (c) Subject to and on the terms and conditions set forth herein, each Issuing Bank is hereby authorized by each Borrower and the Banks to arrange for the issuance of any Letter of Credit pursuant to Section 2.10 and the amendment of any Letter of Credit pursuant to Section 2.15 and/or 10.01 by: (i) completing the commencement date and the expiry date of such Letter of Credit; and (ii) (in the case of an amendment increasing or reducing the amount thereof) amending such Letter of Credit in such manner as such Issuing Bank and the respective beneficiary may agree.

Conditions to the Issuance of all Letters of Credit. (a) Notwithstanding anything to the contrary set forth in this Article IISection 2, no Issuing Bank LC Issuer shall be under any obligation to issue any Letter of Credit if at the time of such issuance: (i) any order, judgment or decree of any Official Body Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain such Issuing Bank LC Issuer from issuing such Letter of Credit or any requirement of law applicable to such Issuing Bank LC Issuer or any Bank Lender or any request or directive (whether or not having the force of law) from any Official Body Governmental Authority with jurisdiction over such Issuing Bank LC Issuer or any Bank Lender shall prohibit, or request that such Issuing Bank LC Issuer or any Banks Lenders refrain from, the issuance of letters Letters of credit Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank LC Issuer or any Bank Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuing Bank LC Issuer is not otherwise compensated) not in effect on the Closing Effective Date, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to such Issuing Bank LC Issuer as of the Closing Effective Date; (ii) the conditions precedent set forth in Section 6.02 5.02 are not satisfied at that time; or (iii) such Issuing Bank LC Issuer shall have received notice from any Borrower or the Required Banks Lenders prior to the issuance of such Letter of Credit of the type described in clause (viv) of Section 2.11(b2.03(b). (b) Notwithstanding anything to the contrary set forth in this Article II;Section 2: (i) Letters of Credit may only be denominated in Approved Currencies; (ii) no Letter of Credit shall be issued if after giving effect thereto the Stated Amount of which, when added to (x) the Letter of Credit OutstandingsOutstandings (exclusive of Unpaid Drawings which are repaid on the date of, when added and prior to the issuance of, the respective Letter of Credit) at such time, and (y) the aggregate outstanding Principal Amount of all Revolving Credit Loans and Bid Loans at such timethen outstanding, would exceed the Revolving Credit Commitments Total Commitment at such time; (ii) each Letter of Credit may be denominated in any Approved Currency as determined by each such Borrower at the time of issuance; provided that the aggregate Stated Amount of all non-U.S. Dollar denominated Letters of Credit does not exceed $100,000,000 at any time; (iii) no Fronted Letter of Credit shall be issued at any time if after giving effect thereto the Letter of Credit Outstandings in respect of attributable to all Fronted Letters of Credit would exceed $100,000,000375,000,000; (iv) no Letter of Credit shall be issued if after giving effect to any such Letter of Credit issued for the account of (i) Holdings, AGRI and AGRO and any other Loan made on or before the issuance of such Letter of Credit, the aggregate Principal Amount of all Bid Loans and Revolving Credit Loans incurred by all such Borrowers and the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of all such Borrowers would exceed the Holdings Sub-Limit and (ii) the UK Borrower and any other Loan made on or before the issuance of such Letter of Credit, the aggregate Principal Amount of all Bid Loans and Revolving Credit Loans incurred by the UK Borrower and the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of the UK Borrower would exceed $20,000,000; (v) each Letter of Credit shall have an expiry date occurring not later than one year after such Letter of Credit’s date of issuance, provided that each such Letter of Credit may by its terms automatically renew annually for one additional year unless the respective Issuing Bank LC Issuer notifies the beneficiary thereof, in accordance with the terms of such Letter of Credit, that such Letter of Credit will not be renewed; and (viv) no Issuing Bank LC Issuer will issue any Letter of Credit after it has received written notice from any Borrower or the Required Banks Lenders stating that an Event of Default or a Potential Default exists any condition precedent set forth in Section 5.02 is not satisfied until such time as the Issuing Bank Agent shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering the same or (y) a waiver of such Event of Default or Potential Default condition precedent by the Required BanksLenders. (c) Subject to and on the terms and conditions set forth herein, each Issuing Bank LC Issuer is hereby authorized by each Borrower and the Banks Lenders to arrange for the issuance of any Letter of Credit pursuant to Section 2.10 2.01 or 2.02 and the amendment of any Letter of Credit pursuant to Section 2.15 2.08 and/or 10.01 12.04(b) by: (i) completing the commencement date and the expiry date of such Letter of Credit; and; (ii) (in the case of an amendment increasing or reducing the amount thereof) amending such Letter of Credit in such manner as such Issuing Bank LC Issuer and the respective beneficiary may agree; (iii) in the case of Several Letters of Credit, completing such Several Letter of Credit with the participation of each Lender as allocated pursuant to the terms hereof; and (iv) in the case of Several Letters of Credit, executing such Several Letter of Credit on behalf of each Lender and following such execution delivering such Several Letter of Credit to the beneficiary of such Letter of Credit.

Conditions to the Issuance of all Letters of Credit. (a) Notwithstanding anything to the contrary set forth in this Article II, no Issuing Bank LC Issuer shall be under any obligation to issue any Letter of Credit if at the time of such issuance: (i) any order, judgment or decree of any Official Body Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain such Issuing Bank LC Issuer from issuing such Letter of Credit or any requirement of law applicable to such Issuing Bank LC Issuer or any Bank Lender or any request or directive (whether or not having the force of law) from any Official Body Governmental Authority with jurisdiction over such Issuing Bank LC Issuer or any Bank Lender shall prohibit, or request that such Issuing Bank LC Issuer or any Banks Lenders refrain from, the issuance of letters of credit generally or such Letter the applicable type of Credit in particular letter of credit or shall impose upon such Issuing Bank LC Issuer or any Bank Lender with respect to such Letter the applicable type of Credit letter of credit any restriction or reserve or capital requirement (for which such Issuing Bank LC Issuer or such Lender is not otherwise compensated) not in effect on the Closing Effective Date, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to such Issuing Bank LC Issuer, as of the Closing Effective Date; (ii) the conditions precedent set forth in Section 6.02 4.02 are not satisfied at that time; or (iii) such Issuing Bank LC Issuer shall have received notice from any Borrower Account Party or the Required Banks Lenders prior to the issuance of such Letter of Credit of the type described in clause (viiv) of Section 2.11(b2.03(b). (b) Notwithstanding anything to the contrary set forth in this Article II;, (i) Letters of Credit may only be denominated in Approved Currencies; (ii) no Letter of Credit shall be issued if after giving effect thereto the Letter of Credit Outstandings, when added to the aggregate outstanding Principal Amount of all Revolving Credit Loans and Bid Loans at such time, would exceed the Revolving Credit Commitments at such time; (iii) no Letter of Credit shall be issued at any time if when the aggregate Credit Exposures of all Lenders taken together exceed (or would after giving effect thereto to such issuance exceed) the Total Commitment at such time; (ii) no Fronted Letter of Credit shall be issued by a Fronting Lender at any time if the Letter of Credit Outstandings in respect of all Fronted Letters of Credit issued by such Fronting Lender exceed (or would exceed $100,000,000; (iv) no Letter of Credit shall be issued if after giving effect to any such Letter of Credit issued for issuance exceed) the account of (i) Holdings, AGRI and AGRO and any other Loan made on or before the issuance of such Letter of Credit, the maximum aggregate Principal Stated Amount of all Bid Loans and Revolving Credit Loans incurred by all such Borrowers and the Letter of Credit Outstandings in respect of Fronted Letters of Credit issued for that such Fronting Lender has agreed to issue in a separate agreement with the account of all such Borrowers would exceed the Holdings Sub-Limit and (ii) the UK Borrower and any other Loan made on or before the issuance of such Letter of CreditCompany, the aggregate Principal Amount of all Bid Loans and Revolving Credit Loans incurred by the UK Borrower and the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of the UK Borrower would exceed $20,000,000if any; (viii) each Letter of Credit shall have an expiry date occurring not later than one year after such Letter of Credit’s 's date of issuance, provided that that, subject to Section 2.07, each such Letter of Credit may by its terms automatically renew annually for one additional one-year periods unless the respective Issuing Bank LC Issuer notifies the beneficiary thereof, in accordance with the terms of such Letter of Credit, that such Letter of Credit will not be renewed; and (viiv) no Issuing Bank LC Issuer will issue any Letter of Credit after it has received written notice from any Borrower Account Party or the Required Banks Lenders stating that a Default or an Event of Default or a Potential Default exists until such time as the Issuing Bank Agent shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering the same or (y) a waiver of such Default or Event of Default or Potential Default by the Required BanksLenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02). (c) Subject to and on the terms and conditions set forth herein, each Issuing Bank LC Issuer is hereby authorized by each Borrower Account Party and the Banks Lenders to arrange for the issuance of any Letter of Credit pursuant to Section 2.10 2.01(a) or 2.02(a) and the amendment of any Letter of Credit pursuant to Section 2.15 2.08 and/or 10.01 10.02 by: (i) completing the commencement date and the expiry date of such Letter of Credit; and; (ii) (in the case of an amendment increasing or reducing the amount thereof) amending such Letter of Credit in such manner as such Issuing Bank LC Issuer and the respective beneficiary may agree; (iii) in the case of Several Letters of Credit, completing such Letter of Credit with the participation of each Lender as allocated pursuant to the terms hereof; and (iv) in the case of Several Letters of Credit, executing such Letter of Credit on behalf of each Lender and following such execution delivering such Letter of Credit to the beneficiary of such Letter of Credit.

Conditions to the Issuance of all Letters of Credit. (a) Notwithstanding anything to the contrary set forth in this Article II, no Issuing Bank LC Issuer shall be under any obligation to issue any Letter of Credit if at the time of such issuance: (i) any order, judgment or decree of any Official Body Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain such Issuing Bank LC Issuer from issuing such Letter of Credit or any requirement of law applicable to such Issuing Bank LC Issuer or any Bank Lender or any request or directive (whether or not having the force of law) from any Official Body Governmental Authority with jurisdiction over such Issuing Bank LC Issuer or any Bank Lender shall prohibit, or request that such Issuing Bank LC Issuer or any Banks Lenders refrain from, the issuance of letters of credit generally or such Letter the applicable type of Credit in particular letter of credit or shall impose upon such Issuing Bank LC Issuer or any Bank Lender with respect to such Letter the applicable type of Credit letter of credit any restriction or reserve reserve, capital or capital liquidity requirement (for which such Issuing Bank LC Issuer or such Lender is not otherwise compensated) not in effect on the Closing Effective Date, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to such Issuing Bank LC Issuer, as of the Closing Effective Date; (ii) the conditions precedent set forth in Section 6.02 4.02 are not satisfied at that time; or (iii) such Issuing Bank LC Issuer shall have received notice from any Borrower Account Party or the Required Banks Lenders prior to the issuance of such Letter of Credit of the type described in clause (viv) of Section 2.11(b2.03(b). (b) Notwithstanding anything to the contrary set forth in this Article II;, (i) Letters no Letter of Credit may only shall be denominated in Approved Currenciesissued at any time when the Letter of Credit Outstandings exceed (or would after giving effect to such issuance exceed) the Total Commitment at such time; (ii) no Letter of Credit shall be issued if after giving effect thereto for the account of any Account Party at any time when the Letter of Credit Outstandings, when added Outstandings attributable to such Account Party exceed (or would after giving effect to such issuance exceed) the aggregate outstanding Principal Amount Borrowing Base of all Revolving Credit Loans and Bid Loans at such time, would exceed the Revolving Credit Commitments Account Party at such time; (iii) no Fronted Letter of Credit shall be issued by a Fronting Lender at any time if after giving effect thereto the Letter of Credit Outstandings in respect of all Fronted Letters of Credit issued by such Fronting Lender exceed (or would exceed $100,000,000after giving effect to such issuance exceed) the maximum aggregate Stated Amount of all Fronted Letters of Credit that such Fronting Lender has agreed to issue in a separate agreement with the Company, if any; (iv) no Letter of Credit shall be issued if after giving effect to any such Letter of Credit issued for the account of (i) Holdings, AGRI and AGRO and any other Loan made on or before the issuance of such Letter of Credit, the aggregate Principal Amount of all Bid Loans and Revolving Credit Loans incurred by all such Borrowers and the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of all such Borrowers would exceed the Holdings Sub-Limit and (ii) the UK Borrower and any other Loan made on or before the issuance of such Letter of Credit, the aggregate Principal Amount of all Bid Loans and Revolving Credit Loans incurred by the UK Borrower and the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of the UK Borrower would exceed $20,000,000; (v) each Letter of Credit shall have an expiry date occurring not later than one year after such Letter of Credit’s date of issuance, provided that that, subject to Section 2.07, each such Letter of Credit may by its terms automatically renew annually for one additional one-year periods unless the respective Issuing Bank LC Issuer notifies the beneficiary thereof, in accordance with the terms of such Letter of Credit, that such Letter of Credit will not be renewed; and; (viv) no Issuing Bank LC Issuer will issue any Letter of Credit after it has received written notice from any Borrower Account Party or the Required Banks Lenders stating that a Default or an Event of Default or a Potential Default exists until such time as the Issuing Bank Agent shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering the same or (y) a waiver of such Default or Event of Default or Potential Default by the Required BanksLenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02); and (vi) the Issuing Agent shall not issue any Several Letter of Credit in respect of which there is a Limited Fronting Lender if the applicable Participating Issuer is a Defaulting Lender unless such Limited Fronting Lender has entered into arrangements satisfactory to it with the Company and/or such Defaulting Lender to eliminate such Limited Fronting Lender’s risk with respect to such Defaulting Lender in respect of each Several Letter of Credit hereunder in respect of which such Limited Fronting Lender acts as issuer for such Defaulting Lender’s Applicable Percentage of such Several Letter of Credit. (c) Subject to and on the terms and conditions set forth herein, each Issuing Bank LC Issuer is hereby authorized by each Borrower Account Party and the Banks Lenders to arrange for the issuance of any Letter of Credit pursuant to Section 2.10 2.01(a) or 2.02(a) and the amendment of any Letter of Credit pursuant to Section 2.15 2.08 and/or 10.01 10.02 by: (i) completing the commencement date and the expiry date of such Letter of Credit; and; (ii) (in the case of an amendment increasing or reducing the amount thereof) amending such Letter of Credit in such manner as such Issuing Bank LC Issuer and the respective beneficiary may agree; (iii) in the case of Several Letters of Credit, completing such Letter of Credit with the participation of each Lender as allocated pursuant to the terms hereof (including the provisions hereof in respect of Limited Fronting Lenders); and (iv) in the case of Several Letters of Credit, executing such Letter of Credit on behalf of each Lender and following such execution delivering such Letter of Credit to the beneficiary of such Letter of Credit.

Conditions to the Issuance of all Letters of Credit. (a) Notwithstanding anything to the contrary set forth in this Article II, no Issuing Bank LC Issuer shall be under any obligation to issue any Letter of Credit if at the time of such issuance: (i) any order, judgment or decree of any Official Body Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain such Issuing Bank LC Issuer from issuing such Letter of Credit or any requirement of law applicable to such Issuing Bank LC Issuer or any Bank Lender or any request or directive (whether or not having the force of law) from any Official Body Governmental Authority with jurisdiction over such Issuing Bank LC Issuer or any Bank Lender shall prohibit, or request that such Issuing Bank LC Issuer or any Banks Lenders refrain from, the issuance of letters of credit generally or such Letter the applicable type of Credit in particular letter of credit or shall impose upon such Issuing Bank LC Issuer or any Bank Lender with respect to such Letter the applicable type of Credit letter of credit any restriction or reserve or capital requirement (for which such Issuing Bank LC Issuer or such Lender is not otherwise compensated) not in effect on the Closing Effective Date, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to such Issuing Bank LC Issuer, as of the Closing Effective Date; (ii) the conditions precedent set forth in Section 6.02 4.02 are not satisfied at that time; or (iii) such Issuing Bank LC Issuer shall have received notice from any Borrower Account Party or the Required Banks Lenders prior to the issuance of such Letter of Credit of the type described in clause (viiv) of Section 2.11(b2.03(b). (b) Notwithstanding anything to the contrary set forth in this Article II;, (i) Letters of Credit may only be denominated in Approved Currencies; (ii) no Letter of Credit shall be issued if after giving effect thereto the Letter of Credit Outstandings, when added to the aggregate outstanding Principal Amount of all Revolving Credit Loans and Bid Loans at such time, would exceed the Revolving Credit Commitments at such time; (iii) no Letter of Credit shall be issued at any time if when the aggregate Credit Exposures of all Lenders taken together exceed (or would after giving effect thereto to such issuance exceed) the Total Commitment at such time; (ii) no Fronted Letter of Credit shall be issued by a Fronting Lender at any time if the Letter of Credit Outstandings in respect of all Fronted Letters of Credit issued by such Fronting Lender exceed (or would exceed $100,000,000; (iv) no Letter of Credit shall be issued if after giving effect to any such Letter of Credit issued for issuance exceed) the account of (i) Holdings, AGRI and AGRO and any other Loan made on or before the issuance of such Letter of Credit, the maximum aggregate Principal Stated Amount of all Bid Loans and Revolving Credit Loans incurred by all such Borrowers and the Letter of Credit Outstandings in respect of Fronted Letters of Credit issued for that such Fronting Lender has agreed to issue in a separate agreement with the account of all such Borrowers would exceed the Holdings Sub-Limit and (ii) the UK Borrower and any other Loan made on or before the issuance of such Letter of CreditCompany, the aggregate Principal Amount of all Bid Loans and Revolving Credit Loans incurred by the UK Borrower and the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of the UK Borrower would exceed $20,000,000if any; (viii) each Letter of Credit shall have an expiry date occurring not later than one year after such Letter of Credit’s date of issuance, provided that that, subject to Section 2.07, each such Letter of Credit may by its terms automatically renew annually for one additional one-year periods unless the respective Issuing Bank LC Issuer notifies the beneficiary thereof, in accordance with the terms of such Letter of Credit, that such Letter of Credit will not be renewed; and (viiv) no Issuing Bank LC Issuer will issue any Letter of Credit after it has received written notice from any Borrower Account Party or the Required Banks Lenders stating that a Default or an Event of Default or a Potential Default exists until such time as the Issuing Bank Agent shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering the same or (y) a waiver of such Default or Event of Default or Potential Default by the Required BanksLenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02). (c) Subject to and on the terms and conditions set forth herein, each Issuing Bank LC Issuer is hereby authorized by each Borrower Account Party and the Banks Lenders to arrange for the issuance of any Letter of Credit pursuant to Section 2.10 2.01(a) or 2.02(a) and the amendment of any Letter of Credit pursuant to Section 2.15 2.08 and/or 10.01 10.02 by: (i) completing the commencement date and the expiry date of such Letter of Credit; and; (ii) (in the case of an amendment increasing or reducing the amount thereof) amending such Letter of Credit in such manner as such Issuing Bank LC Issuer and the respective beneficiary may agree; (iii) in the case of Several Letters of Credit, completing such Letter of Credit with the participation of each Lender as allocated pursuant to the terms hereof; and (iv) in the case of Several Letters of Credit, executing such Letter of Credit on behalf of each Lender and following such execution delivering such Letter of Credit to the beneficiary of such Letter of Credit.

Conditions to the Issuance of all Letters of Credit. (a) Notwithstanding anything to the contrary set forth in this Article II, no Issuing Bank LC Issuer shall be under any obligation to issue any Letter of Credit if at the time of such issuance: (i) any order, judgment or decree of any Official Body Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain such Issuing Bank LC Issuer from issuing such Letter of Credit or any requirement of law applicable to such Issuing Bank LC Issuer or any Bank Lender or any request or directive (whether or not having the force of law) from any Official Body Governmental Authority with jurisdiction over such Issuing Bank LC Issuer or any Bank Lender shall prohibit, or request that such Issuing Bank LC Issuer or any Banks Lenders refrain from, the issuance of letters of credit generally or such Letter the applicable type of Credit in particular letter of credit or shall impose upon such Issuing Bank LC Issuer or any Bank Lender with respect to such Letter the applicable type of Credit letter of credit any restriction or reserve reserve, capital or capital liquidity requirement (for which such Issuing Bank LC Issuer or such Lender is not otherwise compensated) not in effect on the Closing Effective Date, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to such Issuing Bank LC Issuer, as of the Closing Effective Date; (ii) the conditions precedent set forth in Section 6.02 4.02 are not satisfied at that time; or (iii) such Issuing Bank LC Issuer shall have received notice from any Borrower Account Party or the Required Banks Lenders prior to the issuance of such Letter of Credit of the type described in clause (viiv) of Section 2.11(b2.03(b). (b) Notwithstanding anything to the contrary set forth in this Article II;, (i) Letters no Letter of Credit may only shall be denominated in Approved Currenciesissued at any time when the aggregate Credit Exposures of all Lenders taken together exceed (or would after giving effect to such issuance exceed) the Total Commitment at such time; (ii) no Letter of Credit shall be issued at the request of, or for the account of, Pac Re if after giving effect thereto the Letter of Credit Outstandings, when added to the aggregate outstanding Principal Amount of all Revolving Credit Loans and Bid Loans at such time, would exceed the Revolving Credit Commitments at such time; (iiix) no Letter of Credit shall be issued at any time if after giving effect thereto the Letter of Credit Outstandings in respect of all Letters of Credit issued or otherwise outstanding at the request of, or for the account of Pac Re exceeds (or would exceed after giving effect to such issuance exceed) $100,000,000100,000,000 or (y) the Company owns less than 5% of the outstanding voting Equity Interests in Pac Re; (iviii) no Fronted Letter of Credit shall be issued by a Fronting Lender at any time if after giving effect to any such Letter of Credit issued for the account of (i) Holdings, AGRI and AGRO and any other Loan made on or before the issuance of such Letter of Credit, the aggregate Principal Amount of all Bid Loans and Revolving Credit Loans incurred by all such Borrowers and the Letter of Credit Outstandings in respect of all Fronted Letters of Credit issued for the account of all by such Borrowers Fronting Lender exceed (or would exceed the Holdings Sub-Limit and (iiafter giving effect to such issuance exceed) the UK Borrower and any other Loan made on or before the issuance of such Letter of Credit, the maximum aggregate Principal Stated Amount of all Bid Loans and Revolving Credit Loans incurred by the UK Borrower and the Letter of Credit Outstandings in respect of Fronted Letters of Credit issued for that such Fronting Lender has agreed to issue in a separate agreement with the account of the UK Borrower would exceed $20,000,000Company, if any; (viv) each Letter of Credit shall have an expiry date occurring not later than one year after such Letter of Credit’s date of issuance, provided that that, subject to Section 2.07, each such Letter of Credit may by its terms automatically renew annually for one additional one-year periods unless the respective Issuing Bank LC Issuer notifies the beneficiary thereof, in accordance with the terms of such Letter of Credit, that such Letter of Credit will not be renewed; and; (viv) no Issuing Bank LC Issuer will issue any Letter of Credit after it has received written notice from any Borrower Account Party or the Required Banks Lenders stating that a Default or an Event of Default or a Potential Default exists until such time as the Issuing Bank Agent shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering the same or (y) a waiver of such Default or Event of Default or Potential Default by the Required BanksLenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02); and (vi) the Issuing Agent shall not issue any Several Letter of Credit in respect of which there is a Limited Fronting Lender if the applicable Participating Issuer is a Defaulting Lender unless such Limited Fronting Lender has entered into arrangements satisfactory to it with the Company and/or such Defaulting Lender to eliminate such Limited Fronting Lender’s risk with respect to such Defaulting Lender in respect of each Several Letter of Credit hereunder in respect of which such Limited Fronting Lender acts as issuer for such Defaulting Lender’s Applicable Percentage of such Several Letter of Credit. (c) Subject to and on the terms and conditions set forth herein, each Issuing Bank LC Issuer is hereby authorized by each Borrower Account Party and the Banks Lenders to arrange for the issuance of any Letter of Credit pursuant to Section 2.10 2.01(a) or 2.02(a) and the amendment of any Letter of Credit pursuant to Section 2.15 2.08 and/or 10.01 10.02 by: (i) completing the commencement date and the expiry date of such Letter of Credit; and; (ii) (in the case of an amendment increasing or reducing the amount thereof) amending such Letter of Credit in such manner as such Issuing Bank LC Issuer and the respective beneficiary may agree; (iii) in the case of Several Letters of Credit, completing such Letter of Credit with the participation of each Lender as allocated pursuant to the terms hereof (including the provisions hereof in respect of Limited Fronting Lenders); and (iv) in the case of Several Letters of Credit, executing such Letter of Credit on behalf of each Lender and following such execution delivering such Letter of Credit to the beneficiary of such Letter of Credit.

Conditions to the Issuance of all Letters of Credit. (a) Notwithstanding anything to the contrary set forth in this Article II, no Issuing Bank LC Issuer shall be under any obligation to issue any Letter of Credit if at the time of such issuance: (i) any order, judgment or decree of any Official Body Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain such Issuing Bank LC Issuer from issuing such Letter of Credit or any requirement of law applicable to such Issuing Bank LC Issuer or any Bank Lender or any request or directive (whether or not having the force of law) from any Official Body Governmental Authority with jurisdiction over such Issuing Bank LC Issuer or any Bank Lender shall prohibit, or request that prohibit such Issuing Bank LC Issuer or any Banks Lenders refrain from, the issuance of letters of credit generally or such Letter the applicable type of Credit in particular letter of credit or shall impose upon such Issuing Bank LC Issuer or any Bank Lender with respect to such Letter the applicable type of Credit letter of credit any restriction or reserve reserve, capital or capital liquidity requirement (for which such Issuing Bank LC Issuer or such LC Issuer or such Lender is not otherwise compensated) not in effect on the Closing Effective Date, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to such Issuing Bank LC Issuer, as of the Closing Effective Date; (ii) the conditions precedent set forth in Section 6.02 4.02 are not satisfied at that time; or (iii) such Issuing Bank LC Issuer shall have received notice from any Borrower Account Party or the Required Banks Lenders prior to the issuance of such Letter of Credit of the type described in clause (viv) of Section 2.11(b2.03(b). (b) Notwithstanding anything to the contrary set forth in this Article II;, (i) Letters no Letter of Credit may only shall be denominated in Approved Currenciesissued at any time when the aggregate Credit Exposures of all Lenders taken together exceed (or would after giving effect to such issuance exceed) the Total Commitment at such time; (ii) no Letter of Credit shall be issued if after giving effect thereto at any time when the Letter Credit Exposure of Credit Outstandings, when added to the aggregate outstanding Principal Amount of all Revolving Credit Loans and Bid Loans at such time, any Lender would exceed the Revolving Credit Commitments such Lender’s Commitment at such time; (iii) no Fronted Letter of Credit shall be issued by a Fronting Lender at any time if after giving effect thereto the Letter of Credit Outstandings in respect of all Fronted Letters of Credit issued by such Fronting Lender exceed (or would exceed after giving effect to such issuance exceed) $100,000,00010,000,000; (iv) no Letter of Credit shall be issued if after giving effect to any such Letter of Credit issued for the account of (i) Holdings, AGRI and AGRO and any other Loan made on or before the issuance of such Letter of Credit, the aggregate Principal Amount of all Bid Loans and Revolving Credit Loans incurred by all such Borrowers and the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of all such Borrowers would exceed the Holdings Sub-Limit and (ii) the UK Borrower and any other Loan made on or before the issuance of such Letter of Credit, the aggregate Principal Amount of all Bid Loans and Revolving Credit Loans incurred by the UK Borrower and the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of the UK Borrower would exceed $20,000,000; (v) each Letter of Credit shall have an expiry date occurring not later than the earlier of (i) one year after such Letter of Credit’s date of issuance, issuance or (ii) one year following the Commitment Expiration Date; provided that each such any Letter of Credit with a one-year tenor may by its terms automatically renew annually provide (subject to Section 2.07) for the extension thereof for additional one-year periods (which shall in no event extend beyond one additional year following the Commitment Expiration Date), unless the respective Issuing Bank notifies the beneficiary thereofLC Issuer has delivered a Notice of Non-Extension, in accordance with the terms of such Letter of Credit, that such Letter of Credit will not be renewed; andextended; (viv) no Issuing Bank LC Issuer will issue any Letter of Credit after it has received written notice from any Borrower Account Party or the Required Banks Lenders stating that a Default or an Event of Default or a Potential Default exists until such time as the Issuing Bank Agent shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering the same or (y) a waiver of such Default or Event of Default or Potential Default by the Required BanksLenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02); and (vi) the Issuing Agent shall not issue any Several Letter of Credit in respect of which there is a Limited Fronting Lender if the applicable Participating Issuer is a Defaulting Lender unless such Limited Fronting Lender has entered into arrangements satisfactory to it with the Company and/or such Defaulting Lender to eliminate such Limited Fronting Lender’s risk with respect to such Defaulting Lender in respect of each Several Letter of Credit hereunder in respect of which such Limited Fronting Lender acts as issuer for such Defaulting Lender’s Applicable Percentage of such Several Letter of Credit. (c) Subject to and on the terms and conditions set forth herein, each Issuing Bank LC Issuer is hereby authorized by each Borrower Account Party and the Banks Lenders to arrange for the issuance of any Letter of Credit pursuant to Section 2.10 2.01(a) or 2.02(a) and the amendment of any Letter of Credit pursuant to Section 2.15 2.08 and/or 10.01 10.02 by: (i) completing the commencement date and the expiry date of such Letter of Credit; and; (ii) (in the case of an amendment increasing or reducing the amount thereof) amending such Letter of Credit in such manner as such Issuing Bank LC Issuer and the respective beneficiary may agree; (iii) in the case of Several Letters of Credit, completing such Letter of Credit with the participation of each Lender as allocated pursuant to the terms hereof (including the provisions hereof in respect of Limited Fronting Lenders); and (iv) in the case of Several Letters of Credit, executing such Letter of Credit on behalf of each Lender and following such execution delivering such Letter of Credit to the beneficiary of such Letter of Credit. (d) Unless otherwise expressly agreed by the LC Issuer and the applicable Account Party when a Letter of Credit is issued and subject to applicable laws, (i) each standby Letter of Credit shall be governed by the “International Standby Practices 1998” (ISP98) (or such later revision as may be published by the Institute of International Banking Law & Practice on any date any Letter of Credit may be issued), (ii) each documentary Letter of Credit shall be governed by the Uniform Customs and Practices for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600 (or such later revision as may be published by the International Chamber of Commerce on any date any Letter of Credit may be issued) and (iii) each Account Party shall specify the foregoing in each letter of credit application submitted for the issuance of a Letter of Credit.