Common use of Letters of Credit and Bankers Acceptances Clause in Contracts

Letters of Credit and Bankers Acceptances. (a) The Letter of Credit and Bankers’ Acceptances Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies under the Company Sublimit for the account of the Company or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, (2) to honor drawings under the Letters of Credit and (3) with respect to Acceptance Credits, to create Bankers’ Acceptances in accordance with the terms thereof and hereof; and (B) the Lenders severally agree to participate in Letters of Credit and Bankers’ Acceptances issued for the account of the Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v) the Total Outstandings shall not exceed the Aggregate Commitments, (w) the Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (x) the Outstanding Amount of all Loans and L/C Obligations under the Company Sublimit shall not exceed the Company Sublimit then in effect, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of the L/C Obligations under Letters of Credit issued by such L/C Issuer shall not exceed such L/C Issuer’s L/C Issuer Sublimit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. Notwithstanding the foregoing, neither Barclays nor any of its Affiliates shall have any obligation under this Section 2.03(a)(i) to issue commercial Letters of Credit or create Bankers’ Acceptances. (ii) No L/C Issuer shall issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date. (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit or any related Bankers’ Acceptance, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit or any related bankers’ acceptance generally or such Letter of Credit or any related Bankers’ Acceptance in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit or related Bankers’ Acceptance any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) the maturity date of any Bankers’ Acceptance issued under any such requested Acceptance Credit would occur earlier than 30 days or later than 120 days from the date of issuance of the Bankers’ Acceptance, unless the Required Lenders have approved such expiry date; (D) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit or related Bankers’ Acceptance is in an initial stated amount less than the Dollar Equivalent of $100,000, in the case of a commercial Letter of Credit, or the Dollar Equivalent of $500,000, in the case of a standby Letter of Credit; (E) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (F) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (G) any Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer with the Company or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (H) as to Acceptance Credits, if the Bankers’ Acceptance created or to be created thereunder shall not be an eligible bankers’ acceptance under Section 13 of the Federal Reserve Act (12 U.S.C. 372); or (I) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, provided that Bank of America agrees, in its capacity as an L/C Issuer and subject to the other conditions herein, to provide Letters of Credit (including Existing Letters of Credit) with expiry dates more than twelve months after the dates of issuance or last renewal in an aggregate face amount at any time outstanding (determined in accordance with Section 1.09) of up to $5,000,000. (iv) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (B) the Beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (v) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit and Bankers’ Acceptances issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit and Bankers’ Acceptances issued by it or proposed to be issued by it and Issuer Documents and Acceptance Documents pertaining to such Letters of Credit and Bankers’ Acceptances as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letters of Credit and Bankers Acceptances. (a) The Letter of Credit and Bankers’ Acceptances Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies under the Company Sublimit for the account of the Company or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, (2) to honor drawings under the Letters of Credit and (3) with respect to Acceptance Credits, to create Bankers’ Acceptances in accordance with the terms thereof and hereof; and (B) the Lenders severally agree to participate in Letters of Credit and Bankers’ Acceptances issued for the account of the Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (vw) the Total Outstandings shall not exceed the Aggregate Commitments, (wx) the Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (xy) the Outstanding Amount of all Loans and L/C Obligations under the Company Sublimit shall not exceed the Company Sublimit then in effect, and (yz) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of the L/C Obligations under Letters of Credit issued by such L/C Issuer shall not exceed such L/C Issuer’s L/C Issuer Sublimit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. Notwithstanding the foregoing, neither Barclays nor any of its Affiliates shall have any obligation under this Section 2.03(a)(i) to issue commercial Letters of Credit or create Bankers’ Acceptances. (ii) No L/C Issuer shall issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date. (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit or any related Bankers’ Acceptance, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit or any related bankers’ acceptance generally or such Letter of Credit or any related Bankers’ Acceptance in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit or related Bankers’ Acceptance any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) the maturity date of any Bankers’ Acceptance issued under any such requested Acceptance Credit would occur earlier than 30 days or later than 120 days from the date of issuance of the Bankers’ Acceptance, unless the Required Lenders have approved such expiry date; (D) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit or related Bankers’ Acceptance is in an initial stated amount less than the Dollar Equivalent of $100,000, in the case of a commercial Letter of Credit, or the Dollar Equivalent of $500,000, in the case of a standby Letter of Credit; (E) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (F) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (G) any Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer with the Company or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (H) as to Acceptance Credits, if the Bankers’ Acceptance created or to be created thereunder shall not be an eligible bankers’ acceptance under Section 13 of the Federal Reserve Act (12 U.S.C. 372); or (I) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, provided that Bank of America agrees, in its capacity as an L/C Issuer and subject to the other conditions herein, to provide Letters of Credit (including Existing Letters of Credit) with expiry dates more than twelve months after the dates of issuance or last renewal in an aggregate face amount at any time outstanding (determined in accordance with Section 1.09) of up to $5,000,000. (iv) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (B) the Beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (v) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit and Bankers’ Acceptances issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit and Bankers’ Acceptances issued by it or proposed to be issued by it and Issuer Documents and Acceptance Documents pertaining to such Letters of Credit and Bankers’ Acceptances as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letters of Credit and Bankers Acceptances. (a) The Letter of Credit and Bankers’ Acceptances Credit—BA Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date until the earlier to occur of the Letter of Credit Credit—BA Expiration DateDate or the termination of the Availability Period, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies under the Company Sublimit for the account of the Company Borrower or its Subsidiariesthe Borrower and a Restricted Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, (2) to honor drawings drafts under the Letters of Credit Credit; and (3) with respect to Acceptance Credits, to create Bankers’ Acceptances in accordance with the terms thereof and hereof; , and (B) the Revolving Lenders severally agree to participate in Letters of Credit and Bankers’ Acceptances issued for the account of the Company Borrower or its Subsidiaries the Borrower and a Restricted Subsidiary and any drawings thereunder; provided that after giving effect the L/C Issuer shall not be obligated to make any L/C C—BA Credit Extension with respect to any Letter of Credit, (v) the Total Outstandings shall not exceed the Aggregate Commitments, (w) the Credit Exposure of any and no Revolving Lender shall not exceed be obligated to participate in any Letter of Credit, if (A) as of the date of such Lender’s CommitmentL/C—BA Credit Extension, (x) the Outstanding Amount of all Loans and L/C Obligations under the Company Sublimit shall not Total Revolving Outstandings would exceed the Company Sublimit then in effectAggregate Revolving Credit Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C Obligations shall not C—BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans would exceed the Letter of such Revolving Lender’s Revolving Credit Sublimit Commitment, and (z) the Outstanding Amount of the L/C C—BA Obligations under Letters would exceed the Letter of Credit issued by such L/C Issuer Credit—BA Sublimit, or (B) as to Acceptance Credits, the Bankers’ Acceptance created or to be created thereunder shall not exceed such L/C Issuer’s L/C Issuer Sublimitbe an eligible bankers’ acceptance under Section 13 of the Federal Reserve Act (12 U.S.C. § 372). Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company Borrower that the L/C C—BA Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. Notwithstanding the foregoing, neither Barclays nor any of its Affiliates shall have any obligation under this Section 2.03(a)(i) to issue commercial Letters of Credit or create Bankers’ Acceptances. (ii) No The L/C Issuer shall not issue any Letter of Credit if Credit, if: (A) subject to Section 2.04(b)(iii), the expiry date of such requested Letter of Credit would occur (i) as to standby Letters of Credit, more than twenty-four months after the date of issuance or last renewal, and (ii) as to commercial Letters of Credit, later than the earlier of (1) 270 days after the date of issuance thereof and (2) 60 days before the Letter of Credit—BA Expiration Date, unless in each case the Required Revolving Lenders have approved such expiry date; (B) the maturity date of any Bankers’ Acceptance issued under any such requested Acceptance Credit would occur earlier than 30 or later than 120 days from date of issuance and in any event later than 60 days before the Letter of Credit—BA Expiration Date, unless the Required Revolving Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit, or the maturity date of any Bankers’ Acceptance issued under such requested Letter of Credit, would occur after the Letter of Credit Credit—BA Expiration Date, unless all the Revolving Lenders have approved such expiry date.; (iii) No The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such Letter of Credit or any related Bankers’ Acceptance, or any Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or request that such the L/C Issuer refrain from, the issuance of letters of credit or any related bankers’ acceptance acceptances generally or such Letter of Credit or any related Bankers’ Acceptance in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit or related Bankers’ Acceptance any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit or any related Bankers’ Acceptance would violate one or more policies of such the L/C Issuer, or the creation of any related Bankers’ Acceptance would cause the L/C Issuer to exceed the maximum amount of outstanding bankers’ acceptances permitted by applicable to letters of credit generallyLaw; (C) the maturity date of any Bankers’ Acceptance issued under any such requested Acceptance Credit would occur earlier than 30 days or later than 120 days from the date of issuance of the Bankers’ Acceptance, unless the Required Lenders have approved such expiry date; (D) except as otherwise agreed by the Administrative Agent and such the L/C Issuer, such Letter of Credit or related Bankers’ Acceptance is to be denominated in a currency other than Dollars or is in an initial stated amount less than $10,000; provided, that the Dollar Equivalent Administrative Agent and L/C Issuer agree that up to 10 Letters of Credit may be issued and outstanding hereunder in amounts less than $100,00010,000; (D) a default of any Revolving Lender’s obligations to fund under Section 2.04(c) exists or any Revolving Lender is at such time a Defaulting Lender hereunder, in unless the case of a commercial Letter of Credit, L/C Issuer has entered into satisfactory arrangements with the Borrower or such Revolving Lender to eliminate the Dollar Equivalent of $500,000, in the case of a standby Letter of CreditL/C Issuer’s risk with respect to such Revolving Lender; (E) except as otherwise agreed by the Administrative Agent and such the L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;; or (F) such the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (G) any Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer with the Company or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (H) as to Acceptance Credits, if the Bankers’ Acceptance created or to be created thereunder shall not be an eligible bankers’ acceptance under Section 13 of the Federal Reserve Act (12 U.S.C. 372); or (I) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, provided that Bank of America agrees, in its capacity as an L/C Issuer and subject to the other conditions herein, to provide Letters of Credit (including Existing Letters of Credit) with expiry dates more than twelve months after the dates of issuance or last renewal in an aggregate face amount at any time outstanding (determined in accordance with Section 1.09) of up to $5,000,000. (iv) No The L/C Issuer shall not amend any Letter of Credit or Bankers’ Acceptance if the L/C Issuer would not be permitted at such time to issue such Letter of Credit or Bankers’ Acceptance in its amended form under the terms hereof. (v) The L/C Issuer shall be under any no obligation to amend any Letter of Credit or Bankers’ Acceptance if (A) such the L/C Issuer would have no obligation at such time to issue such Letter of Credit or Bankers’ Acceptance in its amended form under the terms hereof hereof, or (B) the Beneficiary beneficiary of such Letter of Credit or Bankers’ Acceptance does not accept the proposed amendment to such Letter of CreditCredit or Bankers’ Acceptance . (vvi) Each The L/C Issuer shall act on behalf of the Revolving Lenders with respect to any Letters of Credit and or Bankers’ Acceptances Acceptance issued by it and the documents associated therewith, and each the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX X with respect to any acts taken or omissions suffered by such the L/C Issuer in connection with Letters of Credit and Bankers’ Acceptances issued by it or proposed to be issued by it and Issuer Documents and Acceptance Documents pertaining to such Letters of Credit and Bankers’ Acceptances as fully as if the term “Administrative Agent” as used in Article IX X included such the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letters of Credit and Bankers Acceptances. (a) The Letter of Credit and Bankers’ Acceptances – BA Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03subsection 3.1, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Credit-BA Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies under the Company Sublimit for the account of the Company Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, (2) to honor drawings under the Letters of Credit and (3) with respect to Acceptance Credits, to create Bankers’ Acceptances in accordance with the terms thereof and hereof; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit and Bankers’ Acceptances issued for the account of the Company Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C C-BA Credit Extension with respect to any Letter of Credit, (v1) (x) the Total Revolving Credit Outstandings shall not exceed the Aggregate CommitmentsRevolving Credit Facility, (wy) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender (less, with respect only to the Alternative Currency Funding Fronting Lender, the aggregate Alternative Currency Risk Participations in all Loans denominated in Alternative Currencies), plus, with respect only to the Alternative Currency Participating Lenders, such Lender’s Alternative Currency Risk Participations in Loans denominated in Alternative Currencies advanced by the Alternative Currency Funding Fronting Lender for such Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C-BA Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, (x) the Outstanding Amount of all Loans and L/C Obligations under the Company Sublimit shall not exceed the Company Sublimit then in effect, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Revolving Credit Sublimit Commitment and (z) the Outstanding Amount of the L/C C-BA Obligations under Letters of Credit issued by such L/C Issuer shall not exceed such L/C Issuer’s L/C Issuer Sublimit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed Credit-BA Sublimit and (2) as to Acceptance Credits, the Bankers’ Acceptance created or to be a representation by created thereunder shall not be an eligible bankers’ acceptance under Section 13 of the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceFederal Revenue Act (12U.S.C.§ 372). Within the foregoing limits, and subject to the terms and conditions hereof, the CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. Notwithstanding the foregoing, neither Barclays nor any of its Affiliates shall have any obligation under this Section 2.03(a)(i) to issue commercial Letters of Credit or create Bankers’ Acceptances. (ii) No The L/C Issuer shall not issue any Letter of Credit if if: (A) the maturity date of any Bankers’ Acceptance issued under any such requested Acceptance Credit would occur no earlier than 30 nor later than 120 days from date of issuance and in any event not later than 60 days before the Letter of Credit-BA Expiration Date, unless the Required Revolving Lenders (other than Defaulting Lenders) have approved such expiry date; or (B) the expiry date of such requested Letter of Credit or the maturity date of any Bankers’ Acceptance issued under such requested Letter of Credit would occur after the Letter of Credit Credit-BA Expiration Date, unless all the Revolving Credit Lenders (other than any Defaulting Lenders) have approved such expiry date. (iii) No The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such Letter of Credit or any related Bankers’ AcceptanceCredit, or any Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or request that such the L/C Issuer refrain from, the issuance of letters of credit or any related bankers’ acceptance generally or such Letter of Credit or any related Bankers’ Acceptance in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit or related Bankers’ Acceptance any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx fxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such the L/C Issuer applicable to letters of credit generally; (C) the maturity date of any Bankers’ Acceptance issued under any such requested Acceptance Credit would occur earlier than 30 days or later than 120 days from the date of issuance of the Bankers’ Acceptance, unless the Required Lenders have approved such expiry date; (D) except as otherwise agreed to by the Administrative Agent and such L/C Issuer, such Letter of Credit or related Bankers’ Acceptance is in an initial stated amount less than the Dollar Equivalent of $100,000, in the case of a commercial Letter of Credit, or the Dollar Equivalent of $500,000, in the case of a standby Letter of Credit; (E) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (F) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (G) any Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer with the Company or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (H) as to Acceptance Credits, if the Bankers’ Acceptance created or to be created thereunder shall not be an eligible bankers’ acceptance under Section 13 of the Federal Reserve Act (12 U.S.C. 372); or (ID) subject to Section 2.03(b)(iiisubsection 3.1(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewalextension; or (E) a default of any Lender’s obligations to fund under subsection 3.1(c) exists or any Lender is at such time a Defaulting Lender hereunder, provided that Bank of America agrees, in its capacity as an unless the L/C Issuer and subject has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the other conditions herein, L/C Issuer’s risk with respect to provide Letters of Credit (including Existing Letters of Credit) with expiry dates more than twelve months after the dates of issuance or last renewal in an aggregate face amount at any time outstanding (determined in accordance with Section 1.09) of up to $5,000,000such Lender. (iv) No The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. (v) The L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof hereof, or (B) the Beneficiary beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (vvi) Each The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit and Bankers’ Acceptances issued by it and the documents associated therewith, and each the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX Section 10 with respect to any acts taken or omissions suffered by such the L/C Issuer in connection with Letters of Credit and issued by it or Bankers’ Acceptances issued created by it or proposed to be issued by it and Issuer Documents and Acceptance Documents pertaining to such Letters of Credit and or Bankers’ Acceptances as fully as if the term “Administrative Agent” as used in Article IX Section 10 included such the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letters of Credit and Bankers Acceptances. (a) The Letter of Credit and Bankers’ Acceptances Commitment. (i) Subject to the terms and conditions set forth hereinin this Agreement, (A) each L/C Issuer agrees, in reliance upon the agreements written request of the Lenders set forth Co-Borrowers in this Section 2.03accordance herewith, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to Issuing Lender shall issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies under and create Banker’s Acceptances, at any time during the Company Sublimit for the account Revolving Credit Commitment Period, with pro rata participation by all of the Company or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, Lenders in accordance with subsection (b) below, (2) to honor drawings under the Letters of Credit and (3) with respect to Acceptance Credits, to create Bankers’ Acceptances in accordance with the terms thereof and hereof; and (B) the Lenders severally agree to participate in Letters of Credit and Bankers’ Acceptances issued for the account of the Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v) the Total Outstandings shall not exceed the Aggregate Commitments, (w) the Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (x) the Outstanding Amount of all Loans and L/C Obligations under the Company Sublimit shall not exceed the Company Sublimit then in effect, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of the L/C Obligations under Letters of Credit issued by such L/C Issuer shall not exceed such L/C Issuer’s L/C Issuer Sublimit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereoftheir respective Commitment Proportions. Notwithstanding the foregoing, neither Barclays nor no Letter of Credit or Banker’s Acceptance shall be issued or created if, after giving effect to the same, (i) Aggregate Outstandings would exceed the Total Revolving Credit Commitment or (ii) Aggregate RC Outstandings would exceed the then current Borrowing Base. Furthermore, in no event shall (i) the Aggregate Bankers Acceptances Outstanding exceed $6,000,000 at any time or (ii) (A) the Aggregate Letters of its Affiliates Credit Outstanding plus (B) the Existing Letter of Credit, exceed $6,000,000, at any time. Notwithstanding anything contained herein to the contrary, the Issuing Lender shall have any be under no obligation under this Section 2.03(a)(i) to issue commercial Letters a Letter of Credit or create Bankers’ Acceptances. (ii) No L/C Issuer shall issue any Letter of Credit a Banker’s Acceptance, if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date. (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority court, arbitrator or arbitrator governmental authority shall purport by its terms purport to enjoin enjoin, restrict or restrain such L/C Issuer from issuing the Issuing Lender in any respect relating to the issuance of such Letter of Credit or any related Bankers’ Acceptancecreation of such Banker’s Acceptance or a similar letter of credit or Banker’s acceptance, or any Law applicable to such L/C Issuer or any request law, rule, regulation, policy, guideline or directive (whether or not having the force of law) from any Governmental Authority governmental authority with jurisdiction over such L/C Issuer the Issuing Lender shall prohibit, prohibit or request that such L/C Issuer refrain from, direct the issuance of letters of credit or Issuing Lender in any related bankers’ acceptance generally or such Letter of Credit or any related Bankers’ Acceptance in particular or shall impose upon such L/C Issuer with respect relating to such Letter of Credit or related Bankers’ Acceptance any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies the creation of such L/C Issuer applicable to letters Banker’s Acceptance or similar letter of credit generally; or Banker’s acceptance, or shall impose upon the Issuing Lender with respect to any Letter of Credit or Banker’s Acceptance any restrictions, any reserve or capital requirement or any loss, cost or expense not reimbursed by the Co-Borrowers to the Issuing Lender. Each request for issuance of a Letter of Credit shall be in writing and shall be received by the Issuing Lender by no later than 12:00 p.m. on the day which is at least two Business Days prior to the proposed date of issuance. Such issuance or creation, as applicable, shall occur by no later than 5:00 p.m. on the proposed date of issuance or creation (Cassuming proper prior notice as aforesaid). Subject to the terms and conditions contained herein, the expiry dates, the type of Letter of Credit (i.e., Sight Letter of Credit or Standby Letter of Credit), the purpose, the amounts and the beneficiaries of the Letters of Credit will be as designated by the Co-Borrowers. The Issuing Lender shall promptly notify the Lenders of the amounts of all Letters of Credit issued hereunder and Banker’s Acceptances created hereunder, and of any extension, reduction, termination or amendment of any Letter of Credit or Banker’s Acceptance. Each Letter of Credit issued by the Issuing Lender hereunder shall identify: (i) the maturity date dates of any Bankers’ Acceptance issuance and expiry of such Letter of Credit, (ii) the amount of such Letter of Credit (which shall be a sum certain, although partial drawings shall be permitted), (iii) the beneficiary and account party of such Letter of Credit, and (iv) the drafts and other documents necessary to be presented to the Issuing Lender upon drawing thereunder. No Sight Letter of Credit issued under any such requested Acceptance Credit would occur earlier hereunder shall expire more than 30 days or later than 120 180 days from the date of issuance of the Bankers’ Acceptanceissuance, unless the Required Lenders have approved such expiry date; (D) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such no Standby Letter of Credit or related Bankers’ Acceptance is in an initial stated amount less than the Dollar Equivalent of $100,000, in the case of a commercial Letter of Credit, or the Dollar Equivalent of $500,000, in the case of a standby Letter of Credit; (E) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (F) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (G) any Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer with the Company or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (H) as to Acceptance Credits, if the Bankers’ Acceptance created or to be created thereunder hereunder shall not be an eligible bankers’ acceptance under Section 13 of the Federal Reserve Act (12 U.S.C. 372); or (I) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur expire more than twelve months after one year from the date of issuance or last renewaland no Banker’s Acceptance shall mature more than 180 days from the date of creation thereof, provided that Bank of America agrees, and in its capacity as an L/C Issuer and subject to the other conditions herein, to provide Letters no event shall any Letter of Credit (including Existing Letters any Standby Letter of Credit) with expiry dates more than twelve months expire or any Banker’s Acceptance mature, after the dates of issuance or last renewal Business Day which is immediately prior to the Revolving Credit Commitment Termination Date. The Co-Borrowers agree to execute and deliver to the Issuing Lender such further documents and instruments in an aggregate face amount at any time outstanding (determined in accordance connection with Section 1.09) of up to $5,000,000. (iv) No L/C Issuer shall be under any obligation to amend any Letter of Credit if issued or Banker’s Acceptance created hereunder (A) such L/C Issuer would have no obligation at such time to issue such including, without limitation, applications therefor and the Issuing Lender’s Master Letter of Credit in its amended form under the terms hereof or (B) the Beneficiary of such Letter of Agreement and Standard Acceptance Credit does not accept the proposed amendment to such Letter of Credit. (v) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit and Bankers’ Acceptances issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit and Bankers’ Acceptances issued by it or proposed to be issued by it and Issuer Documents and Acceptance Documents pertaining to such Letters of Credit and Bankers’ Acceptances as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (BAgreement) as additionally provided herein the Issuing Lender in accordance with respect its customary practices may request. To the extent of any inconsistency between those documents and this Agreement, the provisions of this Agreement shall control and such other documents shall not impose any operating restrictions, financial covenants, or payment obligations or require Co-Borrowers to the L/C Issuerprovide any collateral in addition to or different from those imposed under this Agreement.

Letters of Credit and Bankers Acceptances. (a) The Letter of Credit and Bankers’ Acceptances — BA Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer severally agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date until the earlier to occur of the Letter of Credit - BA Expiration DateDate or the termination of the Availability Period, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies under the Company Sublimit for the account of the Company Borrower or its Subsidiariesthe Borrower and a Restricted Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, (2) to honor drawings drafts under the Letters of Credit Credit; and (3) with respect to Acceptance Credits, to create Bankers’ Acceptances in accordance with the terms thereof and hereof; , and (B) the Revolving Lenders severally agree to participate in Letters of Credit and Bankers’ Acceptances issued for the account of the Company Borrower or its Subsidiaries the Borrower and any drawings thereundera Restricted Subsidiary; provided that after giving effect neither L/C Issuer shall be obligated to make any L/C - BA Credit Extension with respect to any Letter of Credit, (v) the Total Outstandings shall not exceed the Aggregate Commitments, (w) the Credit Exposure of any and no Revolving Lender shall not exceed be obligated to participate in any Letter of Credit if (A) as of the date of such Lender’s CommitmentL/C - BA Credit Extension, (x) the Outstanding Amount of all Loans and L/C Obligations under the Company Sublimit shall not Total Revolving Outstandings would exceed the Company Sublimit then in effectAggregate Revolving Credit Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C Obligations shall not - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans would exceed the Letter of such Revolving Lender’s Revolving Credit Sublimit and Commitment, or (z) the Outstanding Amount of the L/C - BA Obligations under Letters of Credit issued by such L/C Issuer shall not would exceed such L/C Issuer’s L/C Issuer Sublimit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. Notwithstanding the foregoing, neither Barclays nor any of its Affiliates shall have any obligation under this Section 2.03(a)(i) to issue commercial Letters of Credit or create Bankers’ Acceptances. (ii) No L/C Issuer shall issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date- BA Sublimit, unless all the Lenders have approved such expiry date. (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit or any related Bankers’ Acceptance, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit or any related bankers’ acceptance generally or such Letter of Credit or any related Bankers’ Acceptance in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit or related Bankers’ Acceptance any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) the maturity date of any Bankers’ Acceptance issued under any such requested Acceptance Credit would occur earlier than 30 days or later than 120 days from the date of issuance of the Bankers’ Acceptance, unless the Required Lenders have approved such expiry date; (D) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit or related Bankers’ Acceptance is in an initial stated amount less than the Dollar Equivalent of $100,000, in the case of a commercial Letter of Credit, or the Dollar Equivalent of $500,000, in the case of a standby Letter of Credit; (E) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (F) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (G) any Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer with the Company or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (H) as to Acceptance Credits, if the Bankers’ Acceptance created or to be created thereunder shall not be an eligible bankers’ acceptance under Section 13 of the Federal Reserve Act (12 U.S.C. 372); or (I) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, provided that Bank of America agrees, in its capacity as an L/C Issuer and subject to the other conditions herein, to provide Letters of Credit (including Existing Letters of Credit) with expiry dates more than twelve months after the dates of issuance or last renewal in an aggregate face amount at any time outstanding (determined in accordance with Section 1.09) of up to $5,000,000. (iv) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (B) the Beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (v) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit and Bankers’ Acceptances issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit and Bankers’ Acceptances issued by it or proposed to be issued by it and Issuer Documents and Acceptance Documents pertaining to such Letters of Credit and Bankers’ Acceptances as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letters of Credit and Bankers Acceptances. (a) The Letter of Credit and Bankers’ Acceptances 3.01. L/C-B/A Commitment. (ia) Subject to the terms and conditions set forth hereinhereof, (A) each L/C Issuer agreesthe applicable Issuing Lender, in reliance upon on the agreements of the other Revolving Lenders set forth in this Section 2.033.04(a), (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, agrees to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies under the Company Sublimit for the account of the Company or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, (2) to honor drawings under the Letters of Credit and (3) with respect to Acceptance Credits, to create Bankers’ Acceptances in accordance with the terms thereof and hereof; and (B) of the Lenders severally agree to participate in Letters applicable Letter of Credit and Bankers’ Acceptances issued in Dollars or any Alternative Currency for the account of any Borrower or any Subsidiary on any Business Day during the Company or its Subsidiaries and any drawings thereunderRevolving Commitment Period in such form as may be approved from time to time by the applicable Issuing Lender; provided that (A) such Issuing Lender shall have no obligation to issue any Letter of Credit or create any BA if, after giving effect to any L/C Credit Extension with respect to any Letter of Creditsuch issuance, (vi) the Total Outstandings Revolving Extensions of Credit shall not exceed the Aggregate Revolving Commitments, (wii) the Revolving Extensions of Credit Exposure of any Lender Lender, plus the Dollar Equivalent of such Lender’s L/C-B/A Exposure then outstanding, plus such Lender’s Swingline Exposure then outstanding shall not exceed such Lender’s Commitment, (xiii) the Outstanding Amount Dollar Equivalent of all Loans and L/C C-B/A Obligations under the Company Sublimit then outstanding shall not exceed the Company Sublimit then in effect, (y) the Outstanding Amount of the L/C Obligations C- B/A Commitment, (iv) Total Revolving Extensions of Credit denominated in Alternative Currencies shall not exceed the Letter Alternative Currency Sublimit or (v) Total Revolving Extensions of Credit to Foreign Borrowers shall exceed the Foreign Borrower Sublimit and (zB) as to Acceptance Credits, the Outstanding Amount Bankers’ Acceptance created or to be created thereunder shall be an eligible Bankers’ Acceptance under Section 13 of the L/C Obligations under Letters of Credit issued by such L/C Issuer shall not exceed such L/C Issuer’s L/C Issuer SublimitFederal Reserve Act (12 U.S.C. §372). Each request by the Company for the issuance or amendment of a Letter of Credit or Bankers’ Acceptance shall be deemed to be a representation by the Company that the L/C C-B/A Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit and Existing Bankers’ Acceptances shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms of and conditions hereof. Notwithstanding the foregoing, neither Barclays nor any of its Affiliates shall have any obligation under this Section 2.03(a)(i) to issue commercial Letters of Credit or create Bankers’ Acceptances. (iib) No L/C Issuer The applicable Issuing Lender shall not at any time be obligated to issue any Letter of Credit if or create any BA if: (i) such issuance or creation would conflict with, or cause the applicable Issuing Lender or any L/C-B/A Participant to exceed any limits imposed by, any applicable requirement of Law; (ii) (A) the expiry date of such requested Letter of Credit would occur after the earlier of (x) the first anniversary of its date of issuance and (y) the Letter of Credit-B/A Expiration Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (A)(y) above) and (B) the maturity of any Bankers’ Acceptance would occur earlier than 30 or later than 120 days from the date of issuance, and in any event, later than 60 days before the Letter of Credit-B/A Expiration Date, unless all the Lenders Administrative Agent and the applicable Issuing Lender have approved such expiry maturity date. ; (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer the applicable Issuing Lender from issuing such Letter of Credit or creating any related Bankers’ Acceptance, or any Law applicable to such L/C Issuer the applicable Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer the applicable Issuing Lender shall prohibit, or request that such L/C Issuer the applicable Issuing Lender refrain from, the issuance of letters of credit or any creation of related bankersBankers’ acceptance Acceptances generally or such Letter of Credit or any related Bankers’ Acceptance in particular or shall impose upon such L/C Issuer the applicable Issuing Lender with respect to such Letter of Credit or related Bankers’ Acceptance any restriction, reserve or capital requirement (for which such L/C Issuer the applicable Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it;the (Bc) Each applicable Issuing Lender shall notify the Administrative Agent of (i) the issuance of such any Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) the maturity date creation of any Bankers’ Acceptance issued under any such requested Acceptance Credit would occur earlier than 30 days or later than 120 days from on the date of any such issuance or creation, (ii) the increase or decrease in the amount of the Bankers’ Acceptance, unless the Required Lenders have approved such expiry date; (D) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such any Letter of Credit or related Bankers’ Acceptance is in an initial stated amount less than the Dollar Equivalent of $100,000, in the case of a commercial Letter of Credit, or the Dollar Equivalent of $500,000, in the case of a standby Letter of Credit; (E) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (F) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (G) any Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer with the Company or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (H) as to Acceptance Credits, if the Bankers’ Acceptance created or to be created thereunder shall not be an eligible bankers’ acceptance under Section 13 of the Federal Reserve Act (12 U.S.C. 372); or (I) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after on the date of issuance any such increase or last renewaldecrease, provided that Bank (iii) the extension or renewal of America agrees, in its capacity as an L/C Issuer and subject to the other conditions herein, to provide Letters of Credit (including Existing Letters of Credit) with expiry dates more than twelve months after the dates of issuance or last renewal in an aggregate face amount at any time outstanding (determined in accordance with Section 1.09) of up to $5,000,000. (iv) No L/C Issuer shall be under any obligation to amend any Letter of Credit if or Bankers’ Acceptance on the date of any such extension or renewal and (Aiv) such the outstanding aggregate principal amount of any L/C Issuer would have no obligation at such time to issue such Letter C-B/A Credit Extensions on the last Business Day of Credit in its amended form under the terms hereof or (B) the Beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Crediteach month. (v) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit and Bankers’ Acceptances issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit and Bankers’ Acceptances issued by it or proposed to be issued by it and Issuer Documents and Acceptance Documents pertaining to such Letters of Credit and Bankers’ Acceptances as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letters of Credit and Bankers Acceptances. (a) The Letter of Credit and Bankers’ Acceptances Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies under the Company Sublimit for the account of the Company or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, (2) to honor drawings under the Letters of Credit and (3) with respect to Acceptance Credits, to create Bankers’ Acceptances in accordance with the terms thereof and hereof; and (B) the Lenders severally agree to participate in Letters of Credit and Bankers’ Acceptances issued for the account of the Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v) the Total Outstandings shall not exceed the Aggregate Commitments, (w) the Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (x) the Outstanding Amount of all Loans and L/C Obligations under the Company Sublimit shall not exceed the Company Sublimit then in effect, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of the L/C Obligations under Letters of Credit issued by such L/C Issuer shall not exceed such L/C Issuer’s L/C Issuer Sublimit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. Notwithstanding the foregoing, neither Barclays nor any of its Affiliates shall have any obligation under this Section 2.03(a)(i) to issue commercial Letters of Credit or create Bankers’ Acceptances. (ii) No L/C Issuer shall issue any Letter of Credit if the expiry date of such requested Letter of Credit (or the expiry date of any Bankers’ Acceptance) would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date. (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit or any related Bankers’ Acceptance, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit or any related bankers’ acceptance generally or such Letter of Credit or any related Bankers’ Acceptance in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit or related Bankers’ Acceptance any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) the maturity date of any Bankers’ Acceptance issued under any such requested Acceptance Credit would occur earlier than 30 days or later than 120 days from the date of issuance of the Bankers’ Acceptance, unless the Required Lenders have approved such expiry date; (D) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit or related Bankers’ Acceptance is in an initial stated amount less than the Dollar Equivalent of $100,000, in the case of a commercial Letter of Credit, or the Dollar Equivalent of $500,000, in the case of a standby Letter of Credit; (E) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (F) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (G) any Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer with the Company or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (H) as to Acceptance Credits, if the Bankers’ Acceptance created or to be created thereunder shall not be an eligible bankers’ acceptance under Section 13 of the Federal Reserve Act (12 U.S.C. 372); or (I) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, provided that Bank of America agrees, in its capacity as an L/C Issuer and subject to the other conditions herein, to provide Letters of Credit (including Existing Letters of Credit) with expiry dates more than twelve months after the dates of issuance or last renewal in an aggregate face amount at any time outstanding (determined in accordance with Section 1.091.06) of up to $5,000,000. (iv) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (B) the Beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (v) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit and Bankers’ Acceptances issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit and Bankers’ Acceptances issued by it or proposed to be issued by it and Issuer Documents and Acceptance Documents pertaining to such Letters of Credit and Bankers’ Acceptances as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letters of Credit and Bankers Acceptances. (a) The Letter of Credit and Bankers’ Acceptances Credit-BA Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration DateCredit-BA Deadline, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies under the Company Sublimit for the account of the Company Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, ; (2) to honor drawings under the Letters of Credit Credit; and (3) with respect to Acceptance Credits, to create Bankers’ ' Acceptances in accordance with the terms thereof and hereof; , and (B) the Revolving Lenders severally agree to participate in Letters of Credit and Bankers’ Acceptances issued for the account of the Company Borrower or its Subsidiaries and any drawings thereunder; provided that (A) after giving effect to any L/C C-BA Credit Extension with respect to any Letter of CreditCredit or Bankers' Acceptance, (vw) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (wx) the Credit Exposure aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C-BA Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, (x) the Outstanding Amount of all Loans and L/C Obligations under the Company Sublimit shall not exceed the Company Sublimit then in effect, (y) the aggregate Outstanding Amount of the all Revolving Loans and L/C C-BA Obligations denominated in Alternative Currencies shall not exceed the Letter of Credit Alternative Currency Sublimit and (z) the Outstanding Amount of the L/C C-BA Obligations under Letters of Credit issued by such L/C Issuer shall not exceed such L/C Issuer’s L/C Issuer the Letter of Credit-BA Sublimit, and (B) as to Acceptance Credits, the Bankers' Acceptance created or to be created thereunder shall not be an eligible bankers' acceptance under Section 13 of the Federal Reserve Act (12 U.S.C. § 372). Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company Borrower that the L/C C-BA Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. Notwithstanding the foregoing, neither Barclays nor any of its Affiliates shall have any obligation under this Section 2.03(a)(i) to issue commercial Letters of Credit or create Bankers’ Acceptances. (ii) No The L/C Issuer shall not issue any Letter of Credit if or Bankers’ Acceptance, if: (A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Revolving Lenders have approved such expiry date; (B) the maturity date of any Bankers’ Acceptance issued under any such requested Acceptance Credit would occur earlier than 30 or later than 120 days from the date of issuance or later than 60 days before the Letter of Credit-BA Expiration Date, unless the Required Revolving Lenders and the Administrative Agent have approved such expiry date; or (C) the expiry date of such requested Letter of Credit, or the maturity date of any Bankers’ Acceptance issued under such requested Acceptance Credit, would occur after the Letter of Credit Credit-BA Expiration Date, unless all the Revolving Lenders have approved such expiry date. (iii) No The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such Letter of Credit or any related Bankers’ Acceptance, or any Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or request that such the L/C Issuer refrain from, the issuance of letters of credit or any related bankers’ acceptance acceptances generally or such Letter of Credit or any related Bankers’ Acceptance in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit or related Bankers’ Acceptance any restriction, reserve reserve, liquidity or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit or any related Bankers’ Acceptance would violate one or more policies of such the L/C Issuer applicable to letters of credit generally, or the creation of any related Bankers’ Acceptance would cause the L/C Issuer to exceed the maximum amount of outstanding bankers’ acceptances permitted by applicable law; (C) the maturity date of any Bankers’ Acceptance issued under any such requested Acceptance Credit would occur earlier than 30 days or later than 120 days from the date of issuance of the Bankers’ Acceptance, unless the Required Lenders have approved such expiry date; (D) except as otherwise agreed by the Administrative Agent and such the L/C Issuer, such Letter of Credit or related Bankers’ Acceptance is in an initial stated amount less than the Dollar Equivalent of $100,000, in the case of a commercial Letter of Credit, or the Dollar Equivalent of $500,000, in the case of a standby Letter of Credit; (ED) except as otherwise agreed by the Administrative Agent and such the L/C Issuer, such Letter of Credit or related Bankers’ Acceptance is to be denominated in a currency other than Dollars or an Alternative Currency; (FE) such the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency;; or (GF) a default of any Revolving Lender’s obligations to fund under Section 2.03(c) exists or any Revolving Lender is at that such time a Defaulting LenderLender hereunder, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash CollateralCollateral in accordance with Section 2.15, satisfactory to such the L/C Issuer (in its sole discretion) with the Company Borrower or such Revolving Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) risk with respect to the Defaulting such Revolving Lender arising from as to either the Letter of Credit then proposed to be issued or that such Letter of Credit and all other L/C C-BA Obligations as to which such the L/C Issuer has such actual or potential Fronting Exposurerisk, as it may elect in its sole discretion; (H) as to Acceptance Credits, if the Bankers’ Acceptance created or to be created thereunder shall not be an eligible bankers’ acceptance under Section 13 of the Federal Reserve Act (12 U.S.C. 372); or (I) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, provided that Bank of America agrees, in its capacity as an L/C Issuer and subject to the other conditions herein, to provide Letters of Credit (including Existing Letters of Credit) with expiry dates more than twelve months after the dates of issuance or last renewal in an aggregate face amount at any time outstanding (determined in accordance with Section 1.09) of up to $5,000,000. (iv) No The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. (v) The L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof hereof, or (B) the Beneficiary beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (vvi) Each The L/C Issuer shall act on behalf of the Revolving Lenders with respect to any Letters of Credit and Bankers’ Acceptances issued by it and the documents associated therewith, and each the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such the L/C Issuer in connection with Letters of Credit and Bankers’ Acceptances issued by it or proposed to be issued by it and Issuer Documents and Acceptance Documents pertaining to such Letters of Credit and Bankers’ Acceptances as fully as if the term “Administrative Agent” as used in Article IX included such the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letters of Credit and Bankers Acceptances. (a) The Letter of Credit and Bankers’ Acceptances Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies under the Company Sublimit for the account of the Company or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, (2) to honor drawings under the Letters of Credit and (3) with respect to Acceptance Credits, to create Bankers’ Acceptances in accordance with the terms thereof and hereof; and (B) the Lenders severally agree to participate in Letters of Credit and Bankers’ Acceptances issued for the account of the Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v) the Total Outstandings shall not exceed the Aggregate Commitments, (w) the Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (x) the Outstanding Amount of all Loans and L/C Obligations under the Company Sublimit shall not exceed the Company Sublimit then in effect, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of the L/C Obligations under Letters of Credit issued by such L/C Issuer shall not exceed such L/C Issuer’s L/C Issuer Sublimit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. Notwithstanding the foregoing, neither Barclays nor any of its Affiliates shall have any obligation under this Section 2.03(a)(i) to issue commercial Letters of Credit or create Bankers’ Acceptances. (ii) No L/C Issuer shall issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date. (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit or any related Bankers’ Acceptance, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit or any related bankers’ acceptance generally or such Letter of Credit or any related Bankers’ Acceptance in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit or related Bankers’ Acceptance any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx fxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) the maturity date of any Bankers’ Acceptance issued under any such requested Acceptance Credit would occur earlier than 30 days or later than 120 days from the date of issuance of the Bankers’ Acceptance, unless the Required Lenders have approved such expiry date; (D) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit or related Bankers’ Acceptance is in an initial stated amount less than the Dollar Equivalent of $100,000, in the case of a commercial Letter of Credit, or the Dollar Equivalent of $500,000, in the case of a standby Letter of Credit; (E) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (F) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (G) any Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer with the Company or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (H) as to Acceptance Credits, if the Bankers’ Acceptance created or to be created thereunder shall not be an eligible bankers’ acceptance under Section 13 of the Federal Reserve Act (12 U.S.C. 372); or (I) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, provided that Bank of America agrees, in its capacity as an L/C Issuer and subject to the other conditions herein, to provide Letters of Credit (including Existing Letters of Credit) with expiry dates more than twelve months after the dates of issuance or last renewal in an aggregate face amount at any time outstanding (determined in accordance with Section 1.09) of up to $5,000,000. (iv) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (B) the Beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (v) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit and Bankers’ Acceptances issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit and Bankers’ Acceptances issued by it or proposed to be issued by it and Issuer Documents and Acceptance Documents pertaining to such Letters of Credit and Bankers’ Acceptances as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letters of Credit and Bankers Acceptances. (a) The Letter of Credit and Bankers’ Acceptances Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies under the Company Sublimit for the account of the Company or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, (2) to honor drawings under the Letters of Credit and (3) with respect to Acceptance Credits, to create Bankers’ Acceptances in accordance with the terms thereof and hereof; and (B) the Lenders severally agree to participate in Letters of Credit and Bankers’ Acceptances issued for the account of the Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (vx) the Total Outstandings shall not exceed the Aggregate Commitments, (wy) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (x) the Outstanding Amount of all Loans and L/C Obligations under the Company Sublimit shall not exceed the Company Sublimit then in effect, (yz) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of the L/C Obligations under Letters of Credit issued by such L/C Issuer shall not exceed such L/C Issuer’s L/C Issuer Sublimit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Effective Date shall be subject to and governed by the terms and conditions hereof. Notwithstanding the foregoing, neither Barclays nor any of its Affiliates shall have any obligation under this Section 2.03(a)(i) to issue commercial Letters of Credit or create Bankers’ Acceptances. (ii) No L/C Issuer shall issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date. (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit or any related Bankers’ Acceptance, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit or any related bankers’ acceptance generally or such Letter of Credit or any related Bankers’ Acceptance in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit or related Bankers’ Acceptance any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx fxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date; (D) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date; (E) the maturity date of any Bankers’ Acceptance issued under any such requested Acceptance Credit would occur earlier than 30 days or later than 120 days from the date of issuance of the Bankers’ Acceptance, unless the Required Lenders have approved such expiry date; (DF) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit or related Bankers’ Acceptance is in an initial stated amount less than the Dollar Equivalent of $100,000, in the case of a commercial Letter of Credit, or the Dollar Equivalent of $500,000, in the case of a standby Letter of Credit; (EG) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (FH) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (GI) a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at that such time a Defaulting LenderLender hereunder, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer arrangements with the Company or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) risk with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;Lender; or (HJ) as to Acceptance Credits, if the Bankers’ Acceptance created or to be created thereunder shall not be an eligible bankers’ acceptance under Section 13 of the Federal Reserve Act (12 U.S.C. 372); or (I) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, provided that Bank of America agrees, in its capacity as an L/C Issuer and subject to the other conditions herein, to provide Letters of Credit (including Existing Letters of Credit) with expiry dates more than twelve months after the dates of issuance or last renewal in an aggregate face amount at any time outstanding (determined in accordance with Section 1.09) of up to $5,000,000. (iviii) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (B) the Beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (v) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit and Bankers’ Acceptances issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit and Bankers’ Acceptances issued by it or proposed to be issued by it and Issuer Documents and Acceptance Documents pertaining to such Letters of Credit and Bankers’ Acceptances as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letters of Credit and Bankers Acceptances. (a) The Letter of Credit and Bankers’ Acceptances Credit-BA Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration DateCredit-BA Deadline, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies under the Company Sublimit for the account of the Company Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, ; (2) to honor drawings under the Letters of Credit Credit; and (3) with respect to Acceptance Credits, to create Bankers’ Acceptances in accordance with the terms thereof and hereof; , and (B) the Revolving Lenders severally agree to participate in Letters of Credit and Bankers’ Acceptances issued for the account of the Company Borrower or its Subsidiaries and any drawings thereunder; provided that (A) after giving effect to any L/C C-BA Credit Extension with respect to any Letter of CreditCredit or Bankers’ Acceptance, (vw) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (wx) the Credit Exposure aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C-BA Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, (x) the Outstanding Amount of all Loans and L/C Obligations under the Company Sublimit shall not exceed the Company Sublimit then in effect, (y) the aggregate Outstanding Amount of the all Revolving Loans and L/C C-BA Obligations denominated in Alternative Currencies shall not exceed the Letter of Credit Alternative Currency Sublimit and (z) the Outstanding Amount of the L/C C-BA Obligations under Letters of Credit issued by such L/C Issuer shall not exceed such L/C Issuer’s L/C Issuer the Letter of Credit-BA Sublimit, and (B) as to Acceptance Credits, the Bankers’ Acceptance created or to be created thereunder shall not be an eligible bankers’ acceptance under Section 13 of the Federal Reserve Act (12 U.S.C. § 372). Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company Borrower that the L/C C-BA Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. Notwithstanding the foregoing, neither Barclays nor any of its Affiliates shall have any obligation under this Section 2.03(a)(i) to issue commercial Letters of Credit or create Bankers’ Acceptances. (ii) No The L/C Issuer shall not issue any Letter of Credit if or Bankers’ Acceptance, if: (A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Revolving Lenders have approved such expiry date; (B) the maturity date of any Bankers’ Acceptance issued under any such requested Acceptance Credit would occur earlier than 30 or later than 120 days from the date of issuance or later than 60 days before the Letter of Credit-BA Expiration Date, unless the Required Revolving Lenders and the Administrative Agent have approved such expiry date; or (C) the expiry date of such requested Letter of Credit, or the maturity date of any Bankers’ Acceptance issued under such requested Acceptance Credit, would occur after the Letter of Credit Credit-BA Expiration Date, unless all the Revolving Lenders have approved such expiry date. (iii) No The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such Letter of Credit or any related Bankers’ Acceptance, or any Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or request that such the L/C Issuer refrain from, the issuance of letters of credit or any related bankers’ acceptance acceptances generally or such Letter of Credit or any related Bankers’ Acceptance in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit or related Bankers’ Acceptance any restriction, reserve reserve, liquidity or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit or any related Bankers’ Acceptance would violate one or more policies of such the L/C Issuer applicable to letters of credit generally, or the creation of any related Bankers’ Acceptance would cause the L/C Issuer to exceed the maximum amount of outstanding bankers’ acceptances permitted by applicable law; (C) the maturity date of any Bankers’ Acceptance issued under any such requested Acceptance Credit would occur earlier than 30 days or later than 120 days from the date of issuance of the Bankers’ Acceptance, unless the Required Lenders have approved such expiry date; (D) except as otherwise agreed by the Administrative Agent and such the L/C Issuer, such Letter of Credit or related Bankers’ Acceptance is in an initial stated amount less than the Dollar Equivalent of $100,000, in the case of a commercial Letter of Credit, or the Dollar Equivalent of $500,000, in the case of a standby Letter of Credit; (ED) except as otherwise agreed by the Administrative Agent and such the L/C Issuer, such Letter of Credit or related Bankers’ Acceptance is to be denominated in a currency other than Dollars or an Alternative Currency; (FE) such the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency;; or (GF) a default of any Revolving Lender’s obligations to fund under Section 2.03(c) exists or any Revolving Lender is at that such time a Defaulting LenderLender hereunder, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash CollateralCollateral in accordance with Section 2.15, satisfactory to such the L/C Issuer (in its sole discretion) with the Company Borrower or such Revolving Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) risk with respect to the Defaulting such Revolving Lender arising from as to either the Letter of Credit then proposed to be issued or that such Letter of Credit and all other L/C C-BA Obligations as to which such the L/C Issuer has such actual or potential Fronting Exposurerisk, as it may elect in its sole discretion; (H) as to Acceptance Credits, if the Bankers’ Acceptance created or to be created thereunder shall not be an eligible bankers’ acceptance under Section 13 of the Federal Reserve Act (12 U.S.C. 372); or (I) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, provided that Bank of America agrees, in its capacity as an L/C Issuer and subject to the other conditions herein, to provide Letters of Credit (including Existing Letters of Credit) with expiry dates more than twelve months after the dates of issuance or last renewal in an aggregate face amount at any time outstanding (determined in accordance with Section 1.09) of up to $5,000,000. (iv) No The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. (v) The L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof hereof, or (B) the Beneficiary beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (vvi) Each The L/C Issuer shall act on behalf of the Revolving Lenders with respect to any Letters of Credit and Bankers’ Acceptances issued by it and the documents associated therewith, and each the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such the L/C Issuer in connection with Letters of Credit and Bankers’ Acceptances issued by it or proposed to be issued by it and Issuer Documents and Acceptance Documents pertaining to such Letters of Credit and Bankers’ Acceptances as fully as if the term “Administrative Agent” as used in Article IX included such the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letters of Credit and Bankers Acceptances. (a) The Letter of Credit and Bankers’ Acceptances Credit-BA Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Restatement Date until the Letter of Credit Expiration DateCredit-BA Deadline, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies under the Company Sublimit for the account of the Company Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, (2) to honor drawings under the Letters of Credit Credit; and (3) with respect to Acceptance Credits, to create Bankers’ Acceptances in accordance with the terms thereof and hereof; , and (B) the Lenders severally agree to participate in Letters of Credit and Bankers’ Acceptances issued for the account of the Company Borrower or its Subsidiaries and any drawings thereunder; provided that (A) after giving effect to any L/C C-BA Credit Extension with respect to any Letter of CreditCredit or Bankers’ Acceptance, (vw) the Total Outstandings shall not exceed the Aggregate Commitments, (wx) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C-BA Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, (xy) the aggregate Outstanding Amount of all Committed Loans and L/C C-BA Obligations under the Company Sublimit denominated in Alternative Currencies shall not exceed the Company Sublimit then in effectAlternative Currency Sublimit, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of the L/C C-BA Obligations under Letters of Credit issued by such L/C Issuer shall not exceed such L/C Issuer’s L/C Issuer Sublimitthe Letter of Credit-BA Sublimit or (B) as to Acceptance Credits, the Bankers’ Acceptance created or to be created thereunder shall not be an eligible bankers’ acceptance under Section 13 of the Federal Reserve Act (12 U.S.C. § 372). Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company Borrower that the L/C C-BA Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit issued pursuant to the Existing Credit Agreement shall continue to be deemed to have been issued pursuant hereto, and from and after the Closing Restatement Date shall be subject to and governed by the terms and conditions hereof. Notwithstanding the foregoing, neither Barclays nor any of its Affiliates shall have any obligation under this Section 2.03(a)(i) to issue commercial Letters of Credit or create Bankers’ Acceptances. (ii) No The L/C Issuer shall not issue any Letter of Credit if or Bankers’ Acceptance, if: (A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; (B) the maturity date of any Bankers’ Acceptance issued under any such requested Acceptance Credit would occur earlier than 30 or later than 120 days from the date of issuance or later than 60 days before the Letter of Credit-BA Expiration Date, unless the Required Lenders have approved such expiry date; or (C) the expiry date of such requested Letter of Credit, or the maturity date of any Bankers’ Acceptance issued under such requested Letter of Credit, would occur after the Letter of Credit Credit-BA Expiration Date, unless all the Lenders have approved such expiry date. (iii) No The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such Letter of Credit or any related Bankers’ Acceptance, or any Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or request that such the L/C Issuer refrain from, the issuance of letters of credit or any related bankers’ acceptance acceptances generally or such Letter of Credit or any related Bankers’ Acceptance in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit or related Bankers’ Acceptance any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Restatement Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Restatement Date and which such the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit or any related Bankers’ Acceptance would violate one or more policies of such the L/C Issuer applicable to letters of credit generally, or the creation of any related Bankers’ Acceptance would cause the L/C Issuer to exceed the maximum amount of outstanding bankers’ acceptances permitted by applicable law; (C) the maturity date of any Bankers’ Acceptance issued under any such requested Acceptance Credit would occur earlier than 30 days or later than 120 days from the date of issuance of the Bankers’ Acceptance, unless the Required Lenders have approved such expiry date; (D) except as otherwise agreed by the Administrative Agent and such the L/C Issuer, such Letter of Credit or related Bankers’ Acceptance is in an initial stated amount less than the Dollar Equivalent of $100,000, in the case of a commercial Letter of Credit, or the Dollar Equivalent of $500,000, in the case of a standby Letter of Credit; (ED) except as otherwise agreed by the Administrative Agent and such the L/C Issuer, such Letter of Credit or related Bankers’ Acceptance is to be denominated in a currency other than Dollars or an Alternative Currency; (FE) such the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency;; or (GF) a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at that such time a Defaulting LenderLender hereunder, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash CollateralCollateral in accordance with Section 2.15, satisfactory to such the L/C Issuer (in its sole discretion) with the Company Borrower or such Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) risk with respect to the Defaulting such Lender arising from as to either the Letter of Credit then proposed to be issued or that such Letter of Credit and all other L/C C-BA Obligations as to which such the L/C Issuer has such actual or potential Fronting Exposurerisk, as it may elect in its sole discretion; (H) as to Acceptance Credits, if the Bankers’ Acceptance created or to be created thereunder shall not be an eligible bankers’ acceptance under Section 13 of the Federal Reserve Act (12 U.S.C. 372); or (I) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, provided that Bank of America agrees, in its capacity as an L/C Issuer and subject to the other conditions herein, to provide Letters of Credit (including Existing Letters of Credit) with expiry dates more than twelve months after the dates of issuance or last renewal in an aggregate face amount at any time outstanding (determined in accordance with Section 1.09) of up to $5,000,000. (iv) No The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. (v) The L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof hereof, or (B) the Beneficiary beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (vvi) Each The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit and Bankers’ Acceptances issued by it and the documents associated therewith, and each the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such the L/C Issuer in connection with Letters of Credit and Bankers’ Acceptances issued by it or proposed to be issued by it and Issuer Documents and Acceptance Documents pertaining to such Letters of Credit and Bankers’ Acceptances as fully as if the term “Administrative Agent” as used in Article IX included such the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letters of Credit and Bankers Acceptances. (a) The Letter of Credit and Bankers’ Acceptances Credit-BA Commitment. (i) Subject to the terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration DateCredit-BA Deadline, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies under the Company Sublimit for the account of the Company Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, ; and (2) to honor drawings under the Letters of Credit and Credit; (3) with respect to Acceptance Credits, to create Bankers’ Acceptances in accordance with the terms thereof and hereof; , and (B) the Lenders severally NYI- 4560366v1131 agree to participate in Letters of Credit and Bankers’ Acceptances issued for the account of the Company Borrower or its Subsidiaries and any drawings thereunder; provided that (A) after giving effect to any L/C C-BA Credit Extension with respect to any Letter of CreditCredit or Bankers’ Acceptance, (vx) the Total Outstandings shall not exceed the Aggregate Commitments, (wy) the Credit Exposure Applicable Percentage of the Outstanding Amount of all L/C-BA Obligations of any Lender shall not exceed such Lender’s Commitment, (x) the Outstanding Amount of all Loans and L/C Obligations under the Company Sublimit shall not exceed the Company Sublimit then in effect, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit Commitment and (z) the aggregate Outstanding Amount of the all L/C C-BA Obligations denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit, or (B) as to Acceptance Credits, the Bankers’ Acceptance created or to be created thereunder shall not be an eligible bankers’ acceptance under Section 13 of the Federal Reserve Act (12 U.S.C. § 372); provided further that, notwithstanding anything else to the contrary in this Agreement or in any other Loan Document, the maximum aggregate face amount of all Letters of Credit and Bankers’ Acceptances issued by such L/C Issuer under this Agreement and outstanding at any given time shall not exceed such L/C Issuer’s L/C Issuer Sublimit$310,000,000 as of the time of issuance. Each request by the Company Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company Borrower that the L/C C-BA Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the CompanyBorrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after on the Closing Date shall be subject to and governed by the terms and conditions hereof. Notwithstanding the foregoing, neither Barclays nor any of its Affiliates shall have any obligation under this Section 2.03(a)(i) to issue commercial “back-to-back” Letters of Credit or create Bankersrelative to the letters of credit and bankers’ Acceptancesacceptances issued and outstanding pursuant to the Existing Credit Agreement on Schedule 1.01(b) hereto. (ii) No The L/C Issuer shall not issue any Letter of Credit if or Bankers’ Acceptance, if: (A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit Expiration Credit, or the maturity date of any Bankers’ Acceptance issued under such requested Letter of Credit, would occur after the Maturity Date, unless all the Lenders have approved such expiry date. (iii) No The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such Letter of Credit or any related Bankers’ Acceptance, or any Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or request that such the L/C Issuer refrain from, the issuance of letters of credit or any related bankers’ acceptance acceptances generally or such Letter of Credit or any related Bankers’ Acceptance in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit or related Bankers’ Acceptance any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense which NYI- 4560366v1132 was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit or any related Bankers’ Acceptance would violate one or more policies of such the L/C Issuer applicable to letters of credit generally, or the creation of any related Bankers’ Acceptance would cause the L/C Issuer to exceed the maximum amount of outstanding bankers’ acceptances permitted by applicable law; (C) the maturity date of any Bankers’ Acceptance issued under any such requested Acceptance Credit would occur earlier than 30 days or later than 120 days from the date of issuance of the Bankers’ Acceptance, unless the Required Lenders have approved such expiry date; (D) except as otherwise agreed by the Administrative Agent and such the L/C Issuer, such Letter of Credit or related Bankers’ Acceptance is in an initial stated amount less than the Dollar Equivalent of $100,000, in the case of a commercial Letter of Credit, or the Dollar Equivalent of $500,000, in the case of a standby Letter of Credit; (ED) except as otherwise agreed by the Administrative Agent and such the L/C Issuer, such Letter of Credit or related Bankers’ Acceptance is to be denominated in a currency other than Dollars or an Alternative Currency; (FE) such the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency;; or (GF) a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at that such time a Defaulting LenderLender hereunder, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash CollateralCollateral in accordance with Section 2.15, satisfactory to such the L/C Issuer (in its sole discretion) with the Company Borrower or such Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) risk with respect to the Defaulting such Lender arising from as to either the Letter of Credit then proposed to be issued or that such Letter of Credit and all other L/C C-BA Obligations as to which such the L/C Issuer has such actual or potential Fronting Exposurerisk, as it may elect in its sole discretion; (H) as to Acceptance Credits, if the Bankers’ Acceptance created or to be created thereunder shall not be an eligible bankers’ acceptance under Section 13 of the Federal Reserve Act (12 U.S.C. 372); or (I) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, provided that Bank of America agrees, in its capacity as an L/C Issuer and subject to the other conditions herein, to provide Letters of Credit (including Existing Letters of Credit) with expiry dates more than twelve months after the dates of issuance or last renewal in an aggregate face amount at any time outstanding (determined in accordance with Section 1.09) of up to $5,000,000. (iv) No The L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof hereof, or (B) the Beneficiary beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (v) Each The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit and Bankers’ Acceptances issued by it and the documents associated therewith, and each the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such the L/C Issuer in connection with Letters of Credit and Bankers’ Acceptances issued by it or proposed to be issued by it and Issuer Documents and Acceptance Documents pertaining to such Letters of Credit and Bankers’ Acceptances as fully as if the term “Administrative Agent” as used in Article IX included such the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letters of Credit and Bankers Acceptances. (a) The Letter of Credit and Bankers’ Acceptances 3.01. L/C-B/A Commitment. (ia) Subject to the terms and conditions set forth hereinhereof, (A) each L/C Issuer agreesthe applicable Issuing Lender, in reliance upon on the agreements of the other Revolving Lenders set forth in this Section 2.033.04(a), (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, agrees to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies under the Company Sublimit for the account of the Company or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, (2) to honor drawings under the Letters of Credit and (3) with respect to Acceptance Credits, to create Bankers’ Acceptances in accordance with the terms thereof and hereof; and (B) of the Lenders severally agree to participate in Letters applicable Letter of Credit and Bankers’ Acceptances issued in Dollars or any Alternative Currency for the account of any Borrower or any Subsidiary on any Business Day during the Company or its Subsidiaries and any drawings thereunderRevolving Commitment Period in such form as may be approved from time to time by the applicable Issuing Lender; provided that (A) such Issuing Lender shall have no obligation to issue any Letter of Credit or create any BA if, after giving effect to any L/C Credit Extension with respect to any Letter of Creditsuch issuance, (vi) the Total Outstandings Revolving Extensions of Credit shall not exceed the Aggregate Revolving Commitments, (wii) the Revolving Extensions of Credit Exposure of any Lender Lender, plus the Dollar Equivalent of such Lender’s L/C-B/A Exposure then outstanding, plus such Lender’s Swingline Exposure then outstanding shall not exceed such Lender’s Commitment, (xiii) the Outstanding Amount Dollar Equivalent of all Loans and L/C C-B/A Obligations under the Company Sublimit then outstanding shall not exceed the Company Sublimit then in effect, (y) the Outstanding Amount of the L/C Obligations C- B/A Commitment, (iv) Total Revolving Extensions of Credit denominated in Alternative Currencies shall not exceed the Letter Alternative Currency Sublimit or (v) Total Revolving Extensions of Credit to Foreign Borrowers shall exceed the Foreign Borrower Sublimit and (zB) as to Acceptance Credits, the Outstanding Amount Bankers’ Acceptance created or to be created thereunder shall be an eligible Bankers’ Acceptance under Section 13 of the L/C Obligations under Letters of Credit issued by such L/C Issuer shall not exceed such L/C Issuer’s L/C Issuer SublimitFederal Reserve Act (12 U.S.C. §372). Each request by the Company for the issuance or amendment of a Letter of Credit or Bankers’ Acceptance shall be deemed to be a representation by the Company that the L/C C-B/A Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit and Existing Bankers’ Acceptances shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms of and conditions hereof. Notwithstanding the foregoing, neither Barclays nor any of its Affiliates shall have any obligation under this Section 2.03(a)(i) to issue commercial Letters of Credit or create Bankers’ Acceptances. 55 (iib) No L/C Issuer The applicable Issuing Lender shall not at any time be obligated to issue any Letter of Credit if or create any BA if: (i) such issuance or creation would conflict with, or cause the applicable Issuing Lender or any L/C-B/A Participant to exceed any limits imposed by, any applicable requirement of Law; (ii) (A) the expiry date of such requested Letter of Credit would occur after the earlier of (x) the first anniversary of its date of issuance and (y) the Letter of Credit-BA Expiration Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (A)(y) above) and (B) the maturity of any Bankers’ Acceptance would occur earlier than 30 or later than 120 days from the date of issuance, and in any event, later than 60 days before the Letter of Credit-BA Expiration Date, unless all the Lenders Administrative Agent and the applicable Issuing Lender have approved such expiry maturity date. ; (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer the applicable Issuing Lender from issuing such Letter of Credit or creating any related Bankers’ Acceptance, or any Law applicable to such L/C Issuer the applicable Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer the applicable Issuing Lender shall prohibit, or request that such L/C Issuer the applicable Issuing Lender refrain from, the issuance of letters of credit or any creation of related bankersBankers’ acceptance Acceptances generally or such Letter of Credit or any related Bankers’ Acceptance in particular or shall impose upon such L/C Issuer the applicable Issuing Lender with respect to such Letter of Credit or related Bankers’ Acceptance any restriction, reserve or capital requirement (for which such L/C Issuer the applicable Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer the applicable Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer the applicable Issuing Lender in good xxxxx xxxxx material to it; ; (Biv) the issuance of such Letter of Credit or creation of any Bankers’ Acceptance would violate one or more policies of such L/C Issuer the applicable Issuing Lender applicable to letters of credit generally; (C) , or the maturity date creation of any related Bankers’ Acceptance issued under any such requested Acceptance Credit would occur earlier than 30 days or later than 120 days from cause the date applicable Issuing Lender to exceed the maximum amount of issuance of the Bankersoutstanding bankers’ Acceptance, unless the Required Lenders have approved such expiry date; acceptances permitted by applicable law; (Dv) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit or any related Bankers’ Acceptance is in an initial stated amount less than the Dollar Equivalent of $100,000, in the case of a commercial Letter of Credit, or the Dollar Equivalent of $500,000, in the case of a standby Letter of Credit; (E) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is to shall be denominated in a currency other than Dollars or an Alternative Currency; ; (Fvi) such L/C Issuer Letter of Credit or any related Bankers’ Acceptance contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (vii) the applicable Issuing Lender does not as of the issuance date of such requested Letter of Credit or any related Bankers’ Acceptance issue Letters of Credit or Bankers’ Acceptances in the requested currency; (G) any Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer with the Company or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (H) as to Acceptance Credits, if the Bankers’ Acceptance created or to be created thereunder shall not be an eligible bankers’ acceptance under Section 13 of the Federal Reserve Act (12 U.S.C. 372); or (I) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, provided that Bank of America agrees, in its capacity as an L/C Issuer and subject to the other conditions herein, to provide Letters of Credit (including Existing Letters of Credit) with expiry dates more than twelve months after the dates of issuance or last renewal in an aggregate face amount at any time outstanding (determined in accordance with Section 1.09) of up to $5,000,000. (iv) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (B) the Beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (v) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit and Bankers’ Acceptances issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit and Bankers’ Acceptances issued by it or proposed to be issued by it and Issuer Documents and Acceptance Documents pertaining to such Letters of Credit and Bankers’ Acceptances as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letters of Credit and Bankers Acceptances. (a) The Letter of Credit and Bankers’ Acceptances - BA Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03subsection 3.1, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Credit-BA Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies under the Company Sublimit for the account of the Company Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, (2) to honor drawings under the Letters of Credit and (3) with respect to Acceptance Credits, to create Bankers’ ' Acceptances in accordance with the terms thereof and hereof; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit and Bankers’ ' Acceptances issued for the account of the Company Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C C-BA Credit Extension with respect to any Letter of Credit, (v1) (x) the Total Revolving Credit Outstandings shall not exceed the Aggregate CommitmentsRevolving Credit Facility, (wy) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender shall not exceed (less, with respect only to the Alternative Currency Funding Fronting Lender, the aggregate Alternative Currency Risk Participations in all Loans denominated in Alternative Currencies), plus, with respect only to the Alternative Currency Participating Lenders, such Lender’s Commitment's Alternative Currency Risk Participations in Loans denominated in Alternative Currencies advanced by the Alternative Currency Funding Fronting Lender for such Lender, (x) plus such Lender's Applicable Revolving Credit Percentage of the Outstanding Amount of all Loans and L/C Obligations under the Company Sublimit shall not exceed the Company Sublimit then in effectC-BA Obligations, (y) plus such Lender's Applicable Revolving Credit Percentage of the Outstanding Amount of the L/C Obligations all Swing Line Loans shall not exceed the Letter of such Xxxxxx's Revolving Credit Sublimit Commitment and (z) the Outstanding Amount of the L/C C-BA Obligations under Letters of Credit issued by such L/C Issuer shall not exceed such L/C Issuer’s L/C Issuer Sublimit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed Credit-BA Sublimit and (2) as to Acceptance Credits, the Bankers' Acceptance created or to be a representation by created thereunder shall not be an eligible bankers' acceptance under Section 13 of the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceFederal Revenue Act (12U.S.C.§ 372). Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Effective Date shall be subject to and governed by the terms and conditions hereof. Notwithstanding the foregoing, neither Barclays nor any of its Affiliates shall have any obligation under this Section 2.03(a)(i) to issue commercial Letters of Credit or create Bankers’ Acceptances. (ii) No The L/C Issuer shall not issue any Letter of Credit if if: (A) with respect to Acceptance Credits, the maturity date of any Bankers' Acceptance issued under any such requested Acceptance Credit would occur earlier than 30 or later than 120 days from date of issuance; or (B) the expiry date of such requested Letter of Credit or the maturity date of any Bankers' Acceptance issued under such requested Letter of Credit would occur after the Letter of Credit Credit-BA Expiration Date, unless all the Revolving Credit Lenders (other than any Defaulting Lenders) have approved such expiry date.. The parties hereto acknowledge that the Existing Letters of Credit have the expiry dates set forth on Schedule F. (iii) No The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such Letter of Credit or any related Bankers’ AcceptanceCredit, or any Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or request that such the L/C Issuer refrain from, the issuance of letters of credit or any related bankers’ acceptance generally or such Letter of Credit or any related Bankers’ Acceptance in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit or related Bankers’ Acceptance any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date and which such the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such the L/C Issuer applicable to letters of credit generally; (C) the maturity date of any Bankers’ Acceptance issued under any such requested Acceptance Credit would occur earlier than 30 days or later than 120 days from the date of issuance of the Bankers’ Acceptance, unless the Required Lenders have approved such expiry date; (D) except as otherwise agreed to by the Administrative Agent and such L/C Issuer, such Letter of Credit or related Bankers’ Acceptance is in an initial stated amount less than the Dollar Equivalent of $100,000, in the case of a commercial Letter of Credit, or the Dollar Equivalent of $500,000, in the case of a standby Letter of Credit; (E) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (F) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (G) any Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer with the Company or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (H) as to Acceptance Credits, if the Bankers’ Acceptance created or to be created thereunder shall not be an eligible bankers’ acceptance under Section 13 of the Federal Reserve Act (12 U.S.C. 372); or (ID) subject to Section 2.03(b)(iiisubsection 3.1(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewalextension; or (E) a default of any Lender's obligations to fund under subsection 3.1(c) exists or any Lender is at such time a Defaulting Lender hereunder, provided that Bank of America agrees, in its capacity as an unless the L/C Issuer and subject has entered into satisfactory arrangements (it being understood that the delivery of Cash Collateral would be satisfactory) with the Borrower or such Lender to eliminate the other conditions herein, L/C Issuer's actual or potential Fronting Exposure (after giving effect to provide Letters subsection 4.6(e)(i)(D)) with respect to such Lender arising from either the Letter of Credit (including Existing Letters then proposed to be issued or that Letter of Credit) with expiry dates more than twelve months after Credit and all other L/C-BA Obligations as to which the dates of issuance L/C Issuer has actual or last renewal potential Fronting Exposure, as it may elect in an aggregate face amount at any time outstanding (determined in accordance with Section 1.09) of up to $5,000,000its sole discretion. (iv) No The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. (v) The L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof hereof, or (B) the Beneficiary beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (vvi) Each The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit and Bankers’ Acceptances issued by it and the documents associated therewith, and each the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX Section 10 with respect to any acts taken or omissions suffered by such the L/C Issuer in connection with Letters of Credit and issued by it or Bankers’ ' Acceptances issued created by it or proposed to be issued by it and Issuer Documents and Acceptance Documents pertaining to such Letters of Credit and or Bankers’ ' Acceptances as fully as if the term “Administrative Agent” as used in Article IX Section 10 included such the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.