Common use of Types and Amounts Clause in Contracts

Types and Amounts. The Issuing Bank shall not have any obligation to: (i) issue any Facility Letter of Credit if the aggregate maximum amount then available for drawing under Letters of Credit issued by such Issuing Bank, after giving effect to the Facility Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) issue any Facility Letter of Credit if, after giving effect thereto, (1) the then applicable Outstanding Facility Amount would exceed the then-current Aggregate Commitment or (2) the then-applicable Outstanding Facility Amount would exceed the then-current Aggregate Commitment or (3) the Facility Letter of Credit Obligations would exceed the Facility Letter of Credit Sublimit; or (iii) issue any Facility Letter of Credit having an expiration date, or containing automatic extension provisions to extend such date, to a date beyond the then-current Facility Termination Date, provided, further, that a Facility Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Facility Termination Date, so long as the Borrower delivers to the Administrative Agent for the benefit of the Lenders no later than the then Facility Termination Date either (1) cash collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the stated amount of such Letter of Credit, (2) a backup Letter of Credit having terms acceptable to the Administrative Agent and issued by a domestic financial institution having a rating assigned by Xxxxx’x or S&P to its senior unsecured debt of AA/Aa2 or better or (3) other collateral satisfactory to the Administrative Agent. Upon the expiration, cancellation or termination of a Facility Letter of Credit for which cash, a backup Letter of Credit or other collateral has been provided pursuant to the preceding clause (1), (2) or (3), the Administrative Agent shall promptly return any such backup Letter of Credit to the Borrower or release such collateral if such extension is not exercised or is not exercisable.

Types and Amounts. The No Issuing Bank shall not have any obligation to: (i) issue any Facility Letter of Credit if the aggregate maximum amount then available for drawing under Letters of Credit issued by such Issuing Bank, after giving effect to the Facility Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) issue any Facility Letter of Credit if, after giving effect thereto, either (1) the then applicable Outstanding Facility Amount Total Revolving Exposure would exceed the then-current Aggregate Commitment or Revolving Commitment, (2) the then-applicable Outstanding Facility Amount aggregate LC Exposure would exceed $50,000,000 (the then-current Aggregate Commitment “LC Sublimit”) or (3) the LC Exposure of any Issuing Bank shall exceed the lesser of (a) one-third of the LC Sublimit at any time and (b) the Revolving Commitment of such Issuing Bank in its capacity as a Lender hereunder; (iii) issue any Facility Letter of Credit Obligations would exceed having an expiration date which is after the Facility thirtieth (30th) Business Day immediately preceding the Maturity Date; provided that a Letter of Credit Sublimitmay contain an “evergreen” provision providing for the automatic extension of the expiration date but not to a date beyond the date that is thirty (30) Business Days prior to the Maturity Date; provided that any such “evergreen” Letter of Credit must permit the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued; or (iiiiv) issue any Facility Letter of Credit having an expiration date, or containing automatic extension provisions to extend such date to a date, to a which is more than twelve (12) months after the date beyond of its issuance. Notwithstanding the then-current Facility Termination Dateprovisions of clause (iii) above, provided, further, that a Facility Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Maturity Date (any such Facility Termination DateLetter of Credit being referred to as an “Extended Letter of Credit”), so long as the Borrower delivers to the Administrative Agent for its benefit and the benefit of the applicable Issuing Bank and the Lenders no later than thirty (30) days prior to the then Facility Termination Date either (1) cash collateral Maturity Date, Cash Collateral for such Facility Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the stated amount of such Facility Letter of Credit; provided, (2) a backup that the obligations of the Borrower under this Section in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the Borrower fails to provide Cash Collateral with respect to any Extended Letter of Credit having terms acceptable by the date thirty (30) days prior to the Administrative Agent and issued by Maturity Date, such failure shall be treated as a domestic financial institution having a rating assigned by Xxxxx’x or S&P to its senior unsecured debt drawing under such Extended Letter of AA/Aa2 or better or Credit (3) other collateral satisfactory in an amount equal to the Administrative Agent. Upon the expiration, cancellation or termination maximum stated amount of a such Facility Letter of Credit for which cashCredit) and as a failure to pay an Obligation, a backup the provisions of Section 3.5(b) and the second paragraph of Section 11.1 shall apply thereto and such deemed drawing under such Extended Letter of Credit shall be reimbursed (or other collateral has been provided pursuant participations therein funded) by the Lenders in accordance with Section 3.6, with the proceeds being utilized to the preceding clause (1), (2) or (3), the Administrative Agent shall promptly return any provide Cash Collateral for such backup Facility Letter of Credit to the Borrower or release such collateral if such extension is not exercised or is not exercisableCredit.

Types and Amounts. The No Issuing Bank shall not have any obligation to: (i) issue any Facility Letter of Credit if the aggregate maximum amount then available for drawing under Letters of Credit issued by such Issuing Bank, after giving effect to the Facility Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) issue any Facility Letter of Credit if, after giving effect thereto, either (1) the then applicable Outstanding Facility Amount Total Revolving Exposure would exceed the then-current Aggregate Commitment or Revolving Commitment, (2) the then-applicable Outstanding Facility Amount aggregate LC Exposure would exceed $50,000,000 (the then-current Aggregate Commitment “LC Sublimit”) or (3) the LC Exposure of any Issuing Bank shall exceed the lesser of (a) 50.0% of the LC Sublimit at any time and (b) the Revolving Commitment of such Issuing Bank in its capacity as a Lender hereunder; (iii) issue any Facility Letter of Credit Obligations would exceed having an expiration date which is after the Facility thirtieth (30th) Business Day immediately preceding the Maturity Date; provided that a Letter of Credit Sublimitmay contain an “evergreen” provision providing for the automatic extension of the expiration date but not to a date beyond the date that is thirty (30) Business Days prior to the Maturity Date; provided that any such “evergreen” Letter of Credit must permit the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued; or (iiiiv) issue any Facility Letter of Credit having an expiration date, or containing automatic extension provisions to extend such date to a date, to a which is more than twelve (12) months after the date beyond of its issuance. Notwithstanding the then-current Facility Termination Dateprovisions of clause (iii) above, provided, further, that a Facility Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Maturity Date (any such Facility Termination DateLetter of Credit being referred to as an “Extended Letter of Credit”), so long as the Borrower delivers to the Administrative Agent for its benefit and the benefit of the applicable Issuing Bank and the Lenders no later than thirty (30) days prior to the then Facility Termination Date either (1) cash collateral Maturity Date, Cash Collateral for such Facility Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the stated amount of such Facility Letter of Credit; provided, (2) a backup that the obligations of the Borrower under this Section in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the Borrower fails to provide Cash Collateral with respect to any Extended Letter of Credit having terms acceptable by the date thirty (30) days prior to the Administrative Agent and issued by Maturity Date, such failure shall be treated as a domestic financial institution having a rating assigned by Xxxxx’x or S&P to its senior unsecured debt drawing under such Extended Letter of AA/Aa2 or better or Credit (3) other collateral satisfactory in an amount equal to the Administrative Agent. Upon the expiration, cancellation or termination maximum stated amount of a such Facility Letter of Credit for which cashCredit) and as a failure to pay an Obligation, a backup the provisions of Section 3.5(b) and the second paragraph of Section 11.1 shall apply thereto and such deemed drawing under such Extended Letter of Credit shall be reimbursed (or other collateral has been provided pursuant participations therein funded) by the Lenders in accordance with Section 3.6, with the proceeds being utilized to the preceding clause (1), (2) or (3), the Administrative Agent shall promptly return any provide Cash Collateral for such backup Facility Letter of Credit to the Borrower or release such collateral if such extension is not exercised or is not exercisableCredit.

Types and Amounts. The No Issuing Bank shall not have any obligation toto and no Issuing Bank shall: (ia) issue any Facility Letter of Credit if on the aggregate maximum amount then available for drawing under Letters date of Credit issued by such Issuing Bankissuance, before or after giving effect to the Facility Letter of Credit requested hereunder, shall (i) the Aggregate Revolving Credit Exposure at such time would exceed any limit imposed by law or regulation upon the Aggregate Commitments at such Issuing Bank; time, (ii) issue any Facility Letter of Bank’s Revolving Credit if, after giving effect theretoExposure would exceed its Commitment, (1iii) the then applicable Outstanding Facility Amount would exceed aggregate outstanding amount of the then-current Aggregate Commitment or (2) the then-applicable Outstanding Facility Amount would exceed the then-current Aggregate Commitment or (3) the Facility Letter of Credit L/C Obligations would exceed $250,000,000 or (iv) the Facility Letter outstanding amount of Credit Sublimitthe L/C Obligations of such Issuing Bank would exceed its L/C Commitment (unless otherwise agreed in writing by such Issuing Bank and prompt notice of such agreement is given to the Administrative Agent); or (iiib) issue any Facility Letter of Credit having an expiration date, or containing automatic extension provisions to extend such date, to a date beyond the then-current Facility Termination Date, provided, further, that a Facility Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have which has an expiration date (or date for payment of not more than one year beyond the Facility Termination Date, so long as the Borrower delivers to the Administrative Agent for the benefit of the Lenders no any draft presented thereunder) later than the then Facility Termination Date either earlier of (1i) cash collateral for the date one year after the date of the issuance of such Letter of Credit for deposit into (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the scheduled Termination Date; provided, however, that an Issuing Bank may issue a Letter of Credit which has an expiration date (or date for payment of any draft presented thereunder) later than the date which is five (5) Business Days immediately preceding the Termination Date (such date being the “LC Collateral Account Trigger Date”) so long as on or before the LC Collateral Trigger Date the Borrower has cash collateralized such Letter of Credit in an amount equal and pursuant to documentation satisfactory to the stated amount of applicable Issuing Bank (and, if such Letter of Creditcash collateral has not been so furnished by the Borrower prior to the LC Collateral Trigger Date, (2) a backup then on the LC Collateral Trigger Date the Borrower shall deliver and pledge to the applicable Issuing Bank such cash collateral in such amount). Notwithstanding the foregoing, no Letter of Credit having terms acceptable to the Administrative Agent and shall be issued by a domestic financial institution having a rating assigned by Xxxxx’x or S&P to its senior unsecured debt of AA/Aa2 or better or (3) other collateral satisfactory to the Administrative Agent. Upon the expiration, cancellation or termination of a Facility Letter of Credit for which cash, a backup Letter of Credit or other collateral has been provided pursuant to the preceding clause an expiration date that is more than one (1), (2) or (3), year beyond the Administrative Agent shall promptly return any such backup Letter of Credit to the Borrower or release such collateral if such extension is not exercised or is not exercisableTermination Date.

Types and Amounts. The (a) An Issuing Bank shall not have any obligation toto issue, amend or extend, and shall not issue, amend or extend, any Facility Letter of Credit at any time: (i) issue any Facility Letter of Credit if the aggregate maximum amount then available for drawing under Facility Letters of Credit issued by such Issuing Bank, Bank after giving effect to the Facility Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) issue any if, immediately after the issuance of such Facility Letter of Credit, the aggregate principal amount of Facility Letter of Credit if, after Obligations then existing with respect to Facility Letters of Credit issued by that Issuing Bank (which amount shall be calculated without giving effect theretoto the participation of the Senior Lenders pursuant to SECTION 3.06) would exceed such Issuing Bank's then effective Letter of Credit Commitment; (iii) if the Issuing Bank receives written notice from the Administrative Agent or the Requisite Senior Lenders at or before 11:00 a.m. (New York time) on the date of the proposed issuance, amendment or extension of such Facility Letter of Credit that (A) immediately after the issuance, amendment or extension of such Facility Letter of Credit, (1) the then applicable Outstanding Facility Amount would exceed the then-current Aggregate Commitment or (2) the then-applicable Outstanding Facility Amount would exceed the then-current Aggregate Commitment or (3I) the Facility Letter of Credit Obligations at such time would exceed the Facility Letter of Credit SublimitSubfacility then in effect or (II) the Revolving Credit Obligations at such time would exceed the aggregate Revolving Credit Commitments then in effect, or (B) one or more of the conditions precedent contained in SECTION 4.01 or 4.02, as applicable, will not on such date be satisfied, and an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in SECTION 4.01 or 4.02, as applicable, have been satisfied; or (iiiiv) issue any Facility Letter of Credit having an expiration date, or containing automatic extension provisions to extend such date, to a date beyond the then-current Facility Termination Date, provided, further, that a Facility Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have which has an expiration date of not (A) more than one year beyond after the Facility date of issuance or extension, as applicable or (B) after the Business Day immediately preceding the Revolving Credit Termination Date. (b) Any Senior Lender may, so long as the Borrower delivers in its discretion, issue or extend Letters of Credit permitted under SECTION 8.01(vii) without regard to the Administrative Agent for the benefit terms and provisions of the Lenders this ARTICLE III, and no later than the then Facility Termination Date either (1) cash collateral for other Senior Lender will have any obligation to purchase any participation or any other interest in such Letter Letters of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the stated amount of such Letter of Credit, (2) a backup Letter of Credit having terms acceptable to the Administrative Agent and issued by a domestic financial institution having a rating assigned by Xxxxx’x or S&P to its senior unsecured debt of AA/Aa2 or better or (3) other collateral satisfactory to the Administrative Agent. Upon the expiration, cancellation or termination of a Facility Letter of Credit for which cash, a backup Letter of Credit or other collateral has been provided pursuant to the preceding clause (1), (2) or (3), the Administrative Agent shall promptly return any such backup Letter of Credit to the Borrower or release such collateral if such extension is not exercised or is not exercisableSECTION 3.06.

Types and Amounts. The An Issuing Bank shall not have any obligation toto issue, amend or extend, and shall not issue, amend or extend, any Letter of Credit or Alternative Currency Letter of Credit at any time: (i) issue any Facility if the aggregate Letter of Credit if the aggregate maximum amount then available for drawing under Letters of Credit issued by Obligations with respect to such Issuing Bank, after giving effect to the Facility issuance, amendment or extension of the Letter of Credit or Alternative Currency Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) issue any Facility if, immediately after giving effect to the issuance, amendment or extension of such Letter of Credit if, after giving effect theretoor Alternative Currency Letter of Credit, (1) the then applicable Outstanding Facility Amount Letter of Credit Obligations at such time would exceed $150,000,000 with respect to Letters of Credit (including Alternative Currency Letters of Credit, the then-current Aggregate Commitment or amount of which shall be calculated based on the Dollar Equivalent Amount thereof), (2) the then-applicable Outstanding Facility Amount aggregate amount of all outstanding Letters of Credit issued by any Issuing Bank at any time would exceed the then-current Aggregate its Letter of Credit Commitment at such time, or (3) the Facility Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount at such time, or (4) the sum of the Loans in the Alternative Currency and the Letter of Credit Obligations with respect to Alternative Currency Letters of Credit at such time would exceed the Facility Alternative Currency Sublimit, or (5) one or more of the conditions precedent contained in Sections 6.1 or 6.2, as applicable, would not on such date be satisfied, unless such conditions are thereafter satisfied and written notice of such satisfaction is given to such Issuing Bank by the Administrative Agent (and such Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Sections 6.1 or 6.2, as applicable, have been satisfied); (iii) which has an expiration date later than the first anniversary of the then Revolving Credit Termination Date; (iv) which is in a currency other than Dollars or an Alternative Currency; (v) (A) where the beneficiary of such Letter of Credit Sublimitor Alternative Currency Letter of Credit is a Sanctioned Person, (B) to secure any transaction or the undertaking of any activity or business of or with any Sanctioned Person, or in any country or territory, that at the time of such issuance is the subject of any Sanctions or (C) in any manner that would result in a violation of any Sanctions by any party to this Agreement; (vi) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing the Letter of Credit, or any Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good xxxxx xxxxx material to it; or (iiivii) issue any Facility if the issuance of the Letter of Credit having an expiration datewould violate one or more policies of the Issuing Bank applicable to letters of credit generally. For the avoidance of doubt, if the Administrative Agent and Bank of America, N.A. (and/or any other Lender or containing automatic extension provisions to extend Affiliate of a Lender designated by the Borrower, with such dateLender’s consent, to issue a date beyond Letter of Credit) are not obligated or permitted pursuant to any of the then-current Facility Termination Date, provided, further, that preceding paragraphs of this Section 3.1(a) to issue a Facility Letter of Credit maybut another Lender designated by the Borrower, as a result of its express terms or as the result of the effect of an automatic extension provisionwith such Lender’s consent, have an expiration date of not more than one year beyond the Facility Termination Date, so long as the Borrower delivers to the Administrative Agent for the benefit of the Lenders no later than the then Facility Termination Date either (1) cash collateral for issue such Letter of Credit for deposit into the (a “Replacement Issuing Bank”) is not prohibited from issuing such Letter of Credit Collateral Account in an amount equal pursuant to any of the preceding paragraphs of this Section 3.1(a), then the Replacement Issuing Bank shall, subject to the stated amount other provisions of this Agreement, issue such Letter of Credit, (2) a backup Letter of Credit having terms acceptable to the Administrative Agent and issued by a domestic financial institution having a rating assigned by Xxxxx’x or S&P to its senior unsecured debt of AA/Aa2 or better or (3) other collateral satisfactory to the Administrative Agent. Upon the expiration, cancellation or termination of a Facility Letter of Credit for which cash, a backup Letter of Credit or other collateral has been provided pursuant to the preceding clause (1), (2) or (3), the Administrative Agent shall promptly return any such backup Letter of Credit to the Borrower or release such collateral if such extension is not exercised or is not exercisable.

Types and Amounts. The No Issuing Bank shall not have any obligation toto and no Issuing Bank shall: (iA) issue (or amend) any Facility Letter of Credit if on the aggregate maximum amount then available for drawing under Letters date of Credit issued by such Issuing Bankissuance (or amendment), before or after giving effect to the Facility Letter of Credit requested hereunder, shall (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed any limit imposed by law or regulation upon the Aggregate Revolving Loan Commitment at such Issuing Bank; time, (ii) issue any Facility Letter the aggregate outstanding Dollar Amount of the L/C Obligations would exceed $50,000,000, (iii) the aggregate outstanding Dollar Amount of L/C Obligations relating to Letters of Credit if, after giving effect thereto, (1) the then applicable Outstanding Facility Amount would exceed the then-current Aggregate Commitment or having expiration dates more than two (2) years after the then-applicable Outstanding Facility date of issuance thereof exceeds $5,000,000 or (iv) the aggregate outstanding Dollar Amount of the L/C Obligations issued by such Issuing Bank would exceed the then-current Aggregate Commitment or (3) the Facility Letter of Credit Obligations would exceed the Facility Letter of Credit Sublimitits L/C Commitment; or (iiiB) issue (or amend) any Facility Letter of Credit having which has an expiration date, or containing automatic extension provisions to extend such date, to a date beyond later than the then-current Facility Termination Date, date which is the earlier of (x) two (2) years after the date of issuance thereof (provided, furtherhowever, that an Issuing Bank may issue (or amend) a Facility Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have with an expiration date up to five years after the date of issuance thereof if the requirements of Section 3.3(A)(iii) are met and such expiration date does not more than one year run beyond the Facility date contemplated in the following clause (y)) or (y) subject to the following sentence, five (5) Business Days immediately preceding the Revolving Loan Termination Date; provided, so long as the Borrower delivers to the Administrative Agent for the benefit of the Lenders no later than the then Facility Termination Date either (1) cash collateral for such that any Letter of Credit with a one-year term or a two-year term (or longer term as contemplated above), as applicable, may provide for deposit into the renewal thereof for additional one-year, two-year or longer periods (which in no event shall extend beyond the date referred to in clause (y) above). Notwithstanding anything to the contrary set forth in this Agreement, a Letter of Credit Collateral Account may have an expiry date that occurs within five (5) Business Days before the Revolving Loan Termination Date or after the Revolving Loan Termination Date so long as, in an amount equal to the stated amount of such Letter of Credit, (2) a backup Letter of Credit having terms acceptable to the Administrative Agent and issued by a domestic financial institution having a rating assigned by Xxxxx’x or S&P to its senior unsecured debt of AA/Aa2 or better or (3) other collateral satisfactory to the Administrative Agent. Upon the expiration, cancellation or termination of a Facility Letter of Credit for which cash, a backup Letter of Credit or other collateral has been provided pursuant to the preceding clause (1), (2) or (3)each case, the Administrative Agent shall promptly return any such backup Letter of Credit to receives from the Borrower or release such collateral if such extension is not exercised or is not exercisable.applicable Borrower, at least five

Types and Amounts. The No Issuing Bank shall not have any obligation toto and no Issuing Bank shall: (iA) issue (or amend) any Facility Letter of Credit if on the aggregate maximum amount then available for drawing under Letters date of Credit issued by such Issuing Bankissuance (or amendment), before or after giving effect to the Facility Letter of Credit requested hereunder, shall (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed any limit imposed by law the Aggregate Revolving Loan Commitment at such time, or regulation upon such Issuing Bank; (ii) issue any Facility Letter the aggregate outstanding Dollar Amount of Credit if, after giving effect thereto, (1) the then applicable Outstanding Facility Amount would exceed the then-current Aggregate Commitment or (2) the then-applicable Outstanding Facility Amount would exceed the then-current Aggregate Commitment or (3) the Facility Letter of Credit L/C Obligations would exceed the Facility Letter of Credit Sublimit$15,000,000; or (iiiB) issue (or amend) any Facility Letter of Credit having which has an expiration date, date later than the date which is the earlier of (x) two (2) years after the date of issuance thereof or containing automatic extension provisions to extend such date, to a date beyond (y) five (5) Business Days immediately preceding the then-current Facility Revolving Credit Termination Date, ; provided, further, that a Facility any Letter of Credit maywith a one-year term or a two-year term, as applicable, may provide for the renewal thereof for additional one-year or two-year periods (which in no event shall extend beyond the date referred to in clause (y) above). Notwithstanding anything to the contrary set forth in this Agreement, a result Letter of its express terms or as the result of the effect of an automatic extension provision, Credit may have an expiration expiry date of not more than one year beyond that occurs after or within five (5) Business Days before the Facility Revolving Credit Termination Date, Date so long as the Borrower delivers Administrative Agent receives from the Borrower, at least five (5) Business Days prior to the earlier of the applicable Letter of Credit’s expiry date and the Revolving Credit Termination Date, an amount in immediately available funds equal to at least one hundred two percent (102%) of the LC Obligations owing under or in connection with such Letter of Credit. Any such collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders no later than and the then Facility Termination Date either (1) cash Issuing Banks as collateral security for such Letter the Borrower’s obligations in respect of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the stated amount of this Agreement and such Letter of Credit, (2) a backup Letter of Credit having terms acceptable . Amounts remaining in any cash collateral account established pursuant to the Administrative Agent and issued this Section 3.3 which are not applied to reimburse an Issuing Bank for amounts actually paid or to be paid by a domestic financial institution having a rating assigned by Xxxxx’x or S&P to its senior unsecured debt of AA/Aa2 or better or (3) other collateral satisfactory to the Administrative Agent. Upon the expiration, cancellation or termination such Issuing Bank in respect of a Facility Letter of Credit for which cash, a backup Letter of Credit or other collateral has been provided pursuant otherwise applied to the preceding clause (1), (2) or (3), the Administrative Agent Obligations shall promptly return any such backup Letter of Credit be returned to the Borrower or release within one (1) Business Day (after deduction of the Administrative Agent’s expenses incurred in connection with such cash collateral if such extension is not exercised or is not exercisableaccount).

Types and Amounts. The Issuing Bank shall not have any obligation to: (i) issue or Modify any Facility Letter of Credit if the aggregate maximum amount then available for drawing under Letters of Credit issued by such Issuing Bank, after giving effect to the Facility Letter of Credit or Modification requested hereunder, hereunder shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) issue or Modify any Facility Letter of Credit if, after giving effect thereto, (1) the then applicable Outstanding Facility Amount would exceed the then-current Aggregate Commitment or (2) the then-applicable Outstanding Facility Amount would exceed the then-current Aggregate Commitment or (3) the Facility Letter of Credit Obligations would exceed $80,000,000 or the Allocated Facility Letter of Credit Sublimit; orAmount would exceed the Aggregate Commitment; (iii) issue any Facility Letter of Credit having an expiration date, or containing automatic extension provisions to extend such date, to a date beyond after the then-current Facility Termination Date, provided, further, ; provided that (a) a Facility Letter of Credit may, as may contain a result of its express terms or as the result provision providing for automatic extension of the effect expiration date in the absence of an automatic a non-renewal from the Administrative Agent, but in no event shall any such provision permit the extension provision, have an of the expiration date of not more than one year beyond the such Facility Termination Date, so long as the Borrower delivers to the Administrative Agent for the benefit of the Lenders no later than the then Facility Termination Date either (1) cash collateral for such Letter of Credit for deposit into beyond the Letter Termination Date except in accordance with clause (b) of Credit Collateral Account in an amount equal to this proviso, and (b) the stated amount of such Letter of Credit, (2) a backup Letter of Credit having terms acceptable to the Administrative Agent and issued by a domestic financial institution having a rating assigned by Xxxxx’x or S&P to its senior unsecured debt of AA/Aa2 or better or (3) other collateral satisfactory to the Administrative Agent. Upon the expiration, cancellation or termination of Issuing Bank may issue a Facility Letter of Credit for having an expiration date which cash, a backup is after the Termination Date so long as such expiration date is not later than the first anniversary of the Termination Date and the Borrower complies with Sections 3.13 and 3.14 hereof; or (iv) issue any Facility Letter of Credit or other collateral has been having an expiration date which is more than fifteen (15) months after the date of its issuance; provided pursuant to the preceding clause that (1), (2a) or (3), the Administrative Agent shall promptly return any such backup a Facility Letter of Credit to may contain a provision providing for automatic extension of the expiration date in the absence of a non-renewal from the Administrative Agent, but in no event shall any such provision permit the extension of the expiration date of such Facility Letter of Credit beyond the Termination Date except in accordance with clause (b) of this proviso, and (b) the Issuing Bank may issue a Facility Letter of Credit having an expiration date which is after the Termination Date so long as such expiration date is not later than the first anniversary of the Termination Date and the Borrower or release such collateral if such extension is not exercised or is not exercisablecomplies with Sections 3.13 and 3.14 hereof.

Types and Amounts. The Issuing Bank Lenders shall not have any obligation tonot: (ia) issue any Facility Letter of Credit if the aggregate maximum amount then available for drawing under Facility Letters of Credit issued by such Issuing BankLender, after giving effect to the Facility Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing BankLender; (iib) unless such Issuing Lender otherwise consents, issue any Facility Letter of Credit if, after giving effect thereto, (x) the aggregate undrawn amount of all outstanding Facility Letters of Credit issued by any Issuing Lender plus the aggregate amount of all LC Disbursements made by such Issuing Lender that have not been reimbursed by or on behalf of the Borrower would exceed its Letter of Credit Commitment or (y) the Revolving Exposure of any Issuing Lender would exceed its Revolving Commitment; (c) issue any Facility Letter of Credit if, after giving effect thereto, the LC Exposure would exceed $35,000,000 (1) or such greater amount as may be increased in connection with any Incremental Commitment with the then applicable Outstanding Facility Amount consent of all Issuing Lenders), or the Total Revolving Exposure would exceed the then-current Aggregate Commitment or (2) the then-applicable Outstanding Facility Amount would exceed the then-current Aggregate Commitment or (3) the Facility Letter of Credit Obligations would exceed the Facility Letter of Credit SublimitRevolving Commitments; or (iiid) issue any Facility Letter of Credit having an expiration datedate (including after giving effect to the third sentence in the definition of “LC Exposure”) which is later than five (5) Business Days prior to the Revolving Facility Termination Date; provided, or containing that a Facility Letter of Credit may contain automatic extension provisions to extend such date, but not to a date beyond which is later than the then-current earlier of (x) five (5) Business Days prior to the Revolving Facility Termination Date, provided, further, Date and (y) the date that a is one (1) year after the current expiration date of such Facility Letter of Credit Credit. The Borrower may, as a result of its express terms or as the result of the effect of an automatic extension provisionat any time and from time to time, have an expiration date of not more than one year beyond the Facility Termination Date, so long as the Borrower delivers to the Administrative Agent for the benefit of the Lenders no later than the then Facility Termination Date either (1) cash collateral for such Letter of Credit for deposit into reduce the Letter of Credit Collateral Account in an amount equal to Commitment of any Issuing Lender with the stated amount consent of such Letter of Credit, (2) a backup Issuing Lender; provided that the Borrower shall not reduce the Letter of Credit having terms acceptable to the Administrative Agent and issued by a domestic financial institution having a rating assigned by Xxxxx’x or S&P to its senior unsecured debt Commitment of AA/Aa2 or better or (3) other collateral satisfactory to the Administrative Agent. Upon the expirationany Issuing Lender if, cancellation or termination after giving effect of a Facility Letter of Credit for which cash, a backup Letter of Credit or other collateral has been provided pursuant to the preceding clause (1), (2) or (3)such reduction, the Administrative Agent conditions set forth in clauses (i) through (iv) above shall promptly return any such backup Letter of Credit to the Borrower or release such collateral if such extension is not exercised or is not exercisablebe satisfied.

Types and Amounts. The Issuing Bank shall not have any obligation to: (i) issue any Facility Letter of Credit if the aggregate maximum amount then available for drawing under Letters of Credit issued by such Issuing Bank, after giving effect to the Facility Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank;; US_Active\115440519\V-15 (ii) issue any Facility Letter of Credit if, after giving effect thereto, (1) the then applicable Outstanding Facility Amount would exceed the then-then current Aggregate Commitment or (2) the then-applicable Outstanding Facility Revolving Credit Amount would exceed the then-current Aggregate Commitment aggregate Revolving Credit Commitments or (32) the Facility Letter of Credit Obligations would exceed the Facility Letter of Credit Sublimit; or (iii) issue any Facility Letter of Credit having an expiration date, or containing automatic extension provisions to extend such date, to a date beyond the then-current Facility Revolving Credit Termination Date, provided, further, that a Facility Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Facility Revolving Credit Termination Date, so long as the Borrower delivers to the Administrative Agent for the benefit of the Revolving Credit Lenders no later than the then Facility Revolving Credit Termination Date either (1) cash collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the stated amount of such Letter of Credit, (2) a backup Letter of Credit having terms acceptable to the Administrative Agent Issuing Bank and issued by a domestic financial institution having a rating assigned by Xxxxx’x or S&P to its senior unsecured debt of AA/Aa2 or better (or otherwise acceptable to the Issuing Bank) or (3) other collateral satisfactory to the Administrative AgentIssuing Bank. Upon the expiration, cancellation or termination of a Facility Letter of Credit for which cash, a backup Letter of Credit or other collateral has been provided pursuant to the preceding clause (1), (2) or (3), the Administrative Agent (or the Issuing Bank, as the case may be) shall promptly return any such backup Letter of Credit to the Borrower or release such collateral if such extension is not exercised or is not exercisable.

Types and Amounts. The Issuing Bank Lender shall not have any obligation tonot: (i) issue any Facility Letter of Credit if the aggregate maximum amount then available for drawing under Letters of Credit issued by such Issuing BankLender, after giving effect to the Facility Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing BankLender; (ii) issue any Facility Letter of Credit if, after giving effect thereto, (1) the then applicable Outstanding Facility Amount LC Exposure of any Issuing Lender would exceed the then-current Aggregate its Letter of Credit Commitment or at such time; (2iii) the then-applicable Outstanding Facility Amount would exceed the then-current Aggregate Commitment or (3) the issue any Facility Letter of Credit Obligations if, after giving effect thereto, the LC Exposure would exceed $50,000,000 or the Total Domestic Exposure plus the amount of all outstanding Competitive Bid Loans would exceed the Facility aggregate Domestic Revolving Commitments; (iv) issue any Alternative Currency Letter of Credit Sublimit; if it has determined that it is unlawful to fund obligations in the Alternative Currency in which it is denominated, or (iiiv) issue any Facility Letter of Credit having an expiration date, or containing automatic extension provisions to extend such date, to a date beyond which is later than five (5) Business Days prior to the then-current Facility Termination DateDate (subject to the provisions set forth below). Notwithstanding the foregoing conditions contained in 2.A. 2(v) above, provided, further, that a Facility Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, may have an expiration date that is up to two (2) years after the maturity of not more than one year beyond the Facility Termination Dateprovided that not later than forty-five (45) days prior to such maturity, so long as Borrower provides cash or other collateral acceptable to all Lenders in the Borrower delivers full amount available to be drawn (using the Administrative Agent for Dollar Equivalent thereof in the benefit case of any Alternative Currency Letters of Credit) under all Facility Letters of Credit with expiration dates after the maturity date of the Lenders no later than the then Facility Termination Date either (1) cash Facility. Any such collateral for such Letter of Credit for deposit into shall be held in the Letter of Credit Collateral Account in an amount equal to the stated amount of such Letter of Credit, (2) a backup Letter of Credit having terms acceptable to the Administrative Agent and issued by a domestic financial institution having a rating assigned by Xxxxx’x or S&P to its senior unsecured debt of AA/Aa2 or better or (3) other collateral satisfactory to the Administrative Agent. Upon the expiration, cancellation or termination of a Facility Letter of Credit for which cash, a backup Letter of Credit or other collateral has been provided pursuant to the preceding clause (1), (2) or (3), the Administrative Agent shall promptly return any such backup Letter of Credit to the Borrower or release such collateral if such extension is not exercised or is not exercisableAccount.

Types and Amounts. The Issuing Bank Lender shall not have any obligation tonot: (i) issue any Facility Letter of Credit if the aggregate maximum amount then available for drawing under Facility Letters of Credit issued by such Issuing BankLender, after giving effect to the Facility Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing BankLender; (ii) unless such Issuing Lender otherwise consents, issue any Facility Letter of Credit if, after giving effect thereto, the LC Exposure of any Issuing Lender would exceed its Letter of Credit Commitment or the Revolving Exposure of any Issuing Lender would exceed its Revolving Commitment; (iii) issue any Facility Letter of Credit if, after giving effect thereto, the LC Exposure would exceed $35,000,000 (1) or such greater amount as may be increased in connection with any Incremental Commitment with the then applicable Outstanding Facility Amount consent of all Issuing Lenders), or the Total Exposure plus the amount of all outstanding Competitive Bid Loans would exceed the then-current Aggregate Commitment or (2) the then-applicable Outstanding Facility Amount would exceed the then-current Aggregate Commitment or (3) the Facility Letter of Credit Obligations would exceed the Facility Letter of Credit SublimitCommitments; or (iiiiv) issue any Facility Letter of Credit having an expiration date, or containing automatic extension provisions to extend such date, to a date beyond which is later than five (5) Business Days prior to the then-current Facility Termination DateDate (subject to the provisions set forth below). Notwithstanding the foregoing conditions contained in 2A.2(iv) above, provided, further, that a Facility Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, may have an expiration date that is up to two (2) years after the maturity of not more than one year beyond the Facility Termination Dateprovided that not later than forty-five (45) days prior to such maturity, so long as Borrower provides cash or other collateral acceptable to all Lenders in the Borrower delivers full amount available to be drawn under all Facility Letters of Credit with expiration dates after the Administrative Agent for the benefit maturity date of the Lenders no later than the then Facility Termination Date either (1) cash Facility. Any such collateral for such Letter of Credit for deposit into shall be held in the Letter of Credit Collateral Account in an amount equal to the stated amount of such Letter of Credit, (2) a backup Letter of Credit having terms acceptable to the Administrative Agent and issued by a domestic financial institution having a rating assigned by Xxxxx’x or S&P to its senior unsecured debt of AA/Aa2 or better or (3) other collateral satisfactory to the Administrative Agent. Upon the expiration, cancellation or termination of a Facility Letter of Credit for which cash, a backup Letter of Credit or other collateral has been provided pursuant to the preceding clause (1), (2) or (3), the Administrative Agent shall promptly return any such backup Letter of Credit to the Borrower or release such collateral if such extension is not exercised or is not exercisableAccount.

Types and Amounts. The Issuing Bank shall not have any obligation to: (i) issue any Facility Letter of Credit if the aggregate maximum amount then available for drawing under Letters of Credit issued by such Issuing Bank, after giving effect to the Facility Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) issue any Facility Letter of Credit if, after giving effect thereto, (1) the then applicable Outstanding Facility Amount would exceed the then-then current Aggregate Commitment or (2) the then-applicable Outstanding Facility Revolving Credit Amount would exceed the then-current Aggregate Commitment aggregate Revolving Credit Commitments or (32) the Facility Letter of Credit Obligations would exceed the Facility Letter of Credit Sublimit; or (iii) issue any Facility Letter of Credit having an expiration date, or containing automatic extension provisions to extend such date, to a date beyond the then-current Facility Revolving Credit Termination Date, provided, further, that a Facility Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Facility Revolving Credit Termination Date, so long as the Borrower delivers to the Administrative Agent for the benefit of the Revolving Credit Lenders no later than the then Facility Revolving Credit Termination Date either (1) cash collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the stated amount of such Letter of Credit, (2) a backup Letter of Credit having terms acceptable to the Administrative Agent Issuing Bank and issued by a domestic financial institution having a rating assigned by Xxxxx’x or S&P to its senior unsecured debt of AA/Aa2 or better (or otherwise acceptable to the Issuing Bank) or (3) other collateral satisfactory to the Administrative AgentIssuing Bank. Upon the expiration, cancellation or termination of a Facility Letter of Credit for which cash, a backup Letter of Credit or other collateral has been provided pursuant to the preceding clause (1), (2) or (3), the Administrative Agent (or the Issuing Bank, as the case may be) shall promptly return any such backup Letter of Credit to the Borrower or release such collateral if such extension is not exercised or is not exercisable.

Types and Amounts. The Issuing Bank shall not have any obligation to: : (i) issue any Facility Letter of Credit if the aggregate maximum amount then available for drawing under Letters of Credit issued by such Issuing Bank, after giving effect to the Facility Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; ; (ii) issue any Facility Letter of Credit if, after giving effect thereto, (1) the then applicable Outstanding Facility Amount would exceed the then-current Aggregate Commitment or (2) the then-applicable Outstanding Facility Amount would exceed the then-current Aggregate Commitment or (3) the Facility Letter of Credit Obligations would exceed the Facility Letter of Credit Sublimit; or or (iii) issue any Facility Letter of Credit having an expiration date, or containing automatic extension provisions to extend such date, to a date beyond the then-current Facility Termination Date, provided, further, that a Facility Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Facility Termination Date, so long as the Borrower delivers to the Administrative Agent for the benefit of the Lenders no later than the then Facility Termination Date either (1) cash collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the stated amount of such Letter of Credit, (2) a backup Letter of Credit having terms acceptable to the Administrative Agent and issued by a domestic financial institution having a rating assigned by Xxxxx’x Moody’s or S&P to its senior unsecured debt of AA/Aa2 or better or (3) other collateral satisfactory to the Administrative Agent. Upon the expiration, cancellation or termination of a Facility Letter of Credit for which cash, a backup Letter of Credit or other collateral has been provided pursuant to the preceding clause (1), (2) or (3), the Administrative Agent shall promptly return any such backup Letter of Credit to the Borrower or release such collateral if such extension is not exercised or is not exercisable. 2A.3 Conditions . - 56 - US_ACTIVEActive\121281000\V-110 In addition to being subject to the satisfaction of the conditions contained in Article IV hereof, the obligation of the Issuing Bank to issue any Facility Letter of Credit is subject to the satisfaction in full of the following conditions: (i) the proposed Facility Letter of Credit shall be reasonably satisfactory to the Issuing Bank as to form and content; (ii) as of the date of issuance, no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain the Issuing Bank from issuing the requested Facility Letter of Credit and no law, rule or regulation applicable to the Issuing Bank and no request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over the Issuing Bank shall prohibit or request that the Issuing Bank refrain from the issuance of Letters of Credit generally or the issuance of the requested Facility Letter or Credit in particular; and (iii) there shall not exist any Default.

Types and Amounts. The Issuing Bank shall not have any obligation to: (i) issue or Modify any Facility Letter of Credit if the aggregate maximum amount then available for drawing under Letters of Credit issued by such Issuing Bank, after giving effect to the Facility Letter of Credit or Modification requested hereunder, hereunder shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) issue or Modify any Facility Letter of Credit if, after giving effect thereto, (1) the then applicable Outstanding Facility Amount would exceed the then-current Aggregate Commitment or (2) the then-applicable Outstanding Facility Amount would exceed the then-current Aggregate Commitment or (3) the Facility Letter of Credit Obligations would exceed $80,000,000 or the Allocated Facility Letter of Amount would exceed the Aggregate Revolving Credit Sublimit; orCommitment; (iii) issue any Facility Letter of Credit having an expiration date, or containing automatic extension provisions to extend such date, to a date beyond after the then-current Facility Revolving Credit Termination Date, provided, further, ; provided that (a) a Facility Letter of Credit may, as may contain a result of its express terms or as the result provision providing for automatic extension of the effect expiration date in the absence of an automatic a non-renewal from the Administrative Agent, but in no event shall any such provision permit the extension provision, have an of the expiration date of not more than one year beyond the such Facility Termination Date, so long as the Borrower delivers to the Administrative Agent for the benefit of the Lenders no later than the then Facility Termination Date either (1) cash collateral for such Letter of Credit for deposit into beyond the Letter Revolving Credit Termination Date except in accordance with clause (b) of Credit Collateral Account in an amount equal to this proviso, and (b) the stated amount of such Letter of Credit, (2) a backup Letter of Credit having terms acceptable to the Administrative Agent and issued by a domestic financial institution having a rating assigned by Xxxxx’x or S&P to its senior unsecured debt of AA/Aa2 or better or (3) other collateral satisfactory to the Administrative Agent. Upon the expiration, cancellation or termination of Issuing Bank may issue a Facility Letter of Credit for having an expiration date which cash, a backup is after the Revolving Credit Termination Date so long as such expiration date is not later than the first anniversary of the Revolving Credit Termination Date and the Borrower complies with Sections 3.13 and 3.14 hereof; or (iv) issue any Facility Letter of Credit or other collateral has been having an expiration date which is more than fifteen (15) months after the date of its issuance; provided pursuant to the preceding clause that (1), (2a) or (3), the Administrative Agent shall promptly return any such backup a Facility Letter of Credit to may contain a provision providing for automatic extension of the expiration date in the absence of a non-renewal from the Administrative Agent, but in no event shall any such provision permit the extension of the expiration date of such Facility Letter of Credit beyond the Revolving Credit Termination Date except in accordance with clause (b) of this proviso, and (b) the Issuing Bank may issue a Facility Letter of Credit having an expiration date which is after the Revolving Credit Termination Date so long as such expiration date is not later than the first anniversary of the Termination Date and the Borrower or release such collateral if such extension is not exercised or is not exercisablecomplies with Sections 3.13 and 3.14 hereof.

Types and Amounts. The Issuing Bank shall not have be under no obligation to issue any obligation to: Facility Letter of Credit, and, in the case of subsections (i), (iii) and (iv) below, shall not issue any Facility Letter of Credit without the consent of the Required Lenders, and in the case of subsection (ii) below, shall not issue any Facility Letter of Credit without the consent of all Lenders: (i) if the aggregate maximum amount then available for drawing under Letters of Credit issued by such Issuing Bank, after giving effect to the Facility Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) issue any Facility Letter of Credit if, after giving effect thereto, either (1) the then applicable Outstanding Allocated Facility Amount would exceed the then-then current Aggregate Commitment Commitment, or (2) the then-applicable Outstanding Facility Amount would exceed the then-current Aggregate Commitment or (3) the Facility Letter of Credit Obligations would exceed the Facility Letter of Credit Sublimit; or; (iii) issue any Facility Letter of Credit having an expiration date, or containing automatic an extension provisions provision to extend such date, to a date beyond which is after the then-current Facility Termination Business Day immediately preceding the Maturity Date, ; provided, furtherhowever, that a that, subject to the other applicable terms and conditions hereof, the Issuing Bank may issue Facility Letters of Credit in an aggregate face amount not exceeding $30,000,000 and having expiration dates, or containing extension provisions to extend such dates, to dates which are within twelve (12) months after the Maturity Date; (iv) if such Facility Letter of Credit maycalls for any payment thereon to be made by Issuing Bank in a currency other than Dollars; (v) if any order, as a result judgment or decree of any court or other governmental authority or arbitrator shall by its express terms purport to enjoin or as restrain the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Issuing Bank from issuing such Facility Termination Date, so long as the Borrower delivers to the Administrative Agent for the benefit of the Lenders no later than the then Facility Termination Date either (1) cash collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the stated amount of such Letter of Credit, (2) a backup Letter of Credit having terms acceptable or any statute, ordinance, rule, regulation, judicial decision or other law applicable to the Administrative Agent and issued by a domestic financial institution Issuing Bank or any request or directive (whether or not having a rating assigned by Xxxxx’x the force of law) from any governmental authority with jurisdiction over the Issuing Bank shall prohibit, or S&P to its senior unsecured debt request that the Issuing Bank refrain from, the issuance of AA/Aa2 letters of credit generally or better or (3) other collateral satisfactory to the Administrative Agent. Upon the expiration, cancellation or termination of a such Facility Letter of Credit for which cash, a backup in particular or shall impose upon the Issuing Bank with respect to such Facility Letter of Credit any restriction, reserve or other collateral has been provided pursuant capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Agreement Execution Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Agreement Execution Date and which the Issuing Bank in good fxxxx xxxxx material to it; or (vi) the preceding clause (1), (2) or (3), the Administrative Agent shall promptly return any issuance of such backup Facility Letter of Credit would violate one or more policies of the Issuing Bank. Notwithstanding anything to the Borrower contrary contained herein, in the event that Bank of America, in its capacity as the Issuing Bank, declines to issue any Facility Letter of Credit pursuant to subsection (v) or release subsection (vi) of this Section 3.2, then: (a) solely for the purpose of the particular Facility Letter of Credit in question, the Syndication Agent (in its capacity as a Lender), or, if the Syndication Agent declines, one of the Documentation Agents (in its capacity as a Lender) selected by Borrower, shall be deemed to be the Issuing Bank, and, in that capacity for that limited purpose only, such collateral if such extension is not exercised or is not exercisabledeemed Issuing Bank shall have all of the rights, remedies and obligations of the Issuing Bank set forth in this Agreement; and (b) for all other purposes of this Agreement, Bank of America shall continue to be the sole Issuing Bank.

Types and Amounts. The Issuing Bank shall not have any obligation to: (i) issue any Facility Letter of Credit if the aggregate maximum amount then available for drawing under Letters of Credit issued by such Issuing Bank, after giving effect to the Facility Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) issue any Facility Letter of Credit if, after giving effect thereto, (1) the then applicable Outstanding Facility Amount would exceed the then-then current Aggregate Commitment or (2) the then-applicable Outstanding Facility Amount would exceed the then-current Aggregate Commitment aggregate Commitments or (32) the Facility Letter of Credit Obligations would exceed the Facility Letter of Credit Sublimit; or (iii) issue any Facility Letter of Credit having an expiration date, or containing automatic extension provisions to extend such date, to a date beyond the then-current Facility Termination Date, provided, further, that a Facility Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Facility Termination Date, so long as the Borrower delivers to the Administrative Agent for the benefit of the Lenders no later than the then Facility Termination Date either (1) cash collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the stated amount of such Letter of Credit, (2) a backup Letter of Credit having terms acceptable to the Administrative Agent and issued by a domestic financial institution having a rating assigned by Xxxxx’x or S&P to its senior unsecured debt of AA/Aa2 or better or (3) other collateral satisfactory to the Administrative Agent. Upon the expiration, cancellation or termination of a Facility Letter of Credit for which cash, a backup Letter of Credit or other collateral has been provided pursuant to the preceding clause (1), (2) or (3), the Administrative Agent shall promptly return any such backup Letter of Credit to the Borrower or release such collateral if such extension is not exercised or is not exercisable.

Types and Amounts. The Issuing Bank shall not have any obligation to: (i) issue any Facility Letter of Credit if the aggregate maximum amount then available for drawing under Letters of Credit issued by such Issuing Bank, after giving effect to the Facility Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) issue any Facility Letter of Credit if, after giving effect thereto, (1) the then applicable Outstanding Facility Amount would exceed the then-then current Aggregate Commitment or (2) the then-applicable Outstanding Facility Revolving Amount would exceed the then-current Aggregate Commitment aggregate Revolving Commitments or (3) the Facility Letter of Credit Obligations would exceed the Facility Letter of Credit Sublimit; or (iii) issue any Facility Letter of Credit having an expiration date, or containing automatic extension provisions to extend such date, to a date beyond the then-current Facility Revolver Termination Date, provided, further, that a Facility Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Facility Revolver Termination Date, so long as the Borrower delivers to the Administrative Agent for the benefit of the Lenders no later than the then Facility Revolver Termination Date either (1) cash collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the stated amount of such Letter of Credit, (2) a backup Letter of Credit having terms acceptable to the Administrative Agent and issued by a domestic financial institution having a rating assigned by Xxxxx’x or S&P to its senior unsecured debt of AA/Aa2 or better or (3) other collateral satisfactory to the Administrative Agent. Upon the expiration, cancellation or termination of a Facility Letter of Credit for which cash, a backup Letter of Credit or other collateral has been provided pursuant to the preceding clause (1), (2) or (3), the Administrative Agent shall promptly return any such backup Letter of Credit to the Borrower or release such collateral if such extension is not exercised or is not exercisable.

Types and Amounts. The Issuing Bank shall not have any obligation to: (i) issue or Modify any Facility Letter of Credit if the aggregate maximum amount then available for drawing under Letters of Credit issued by such Issuing Bank, after giving effect to the Facility Letter of Credit or Modification requested hereunder, hereunder shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) issue or Modify any Facility Letter of Credit if, after giving effect thereto, (1) the then applicable Outstanding Facility Amount would exceed the then-current Aggregate Commitment or (2) the then-applicable Outstanding Facility Amount would exceed the then-current Aggregate Commitment or (3A) the Facility Letter of Credit Obligations would exceed $80,000,000 or the Allocated Facility Amount would exceed the Aggregate Revolving Credit Commitment or the Outstanding Revolving Credit Exposure of any Lender would exceed its Revolving Credit Commitment or (B) unless such Issuing Bank otherwise consents, the Facility Letter of Credit Sublimit; orExposure of any Issuing Bank would exceed its Letter of Credit Commitment; (iii) issue any Facility Letter of Credit having an expiration date, or containing automatic extension provisions to extend such date, to a date beyond after the then-current Facility Revolving Credit Termination Date, provided, further, ; provided that (a) a Facility Letter of Credit may, as may contain a result of its express terms or as the result provision providing for automatic extension of the effect expiration date in the absence of an automatic a non-renewal from the Administrative Agent, but in no event shall any such provision permit the extension provision, have an of the expiration date of not more than one year beyond the such Facility Termination Date, so long as the Borrower delivers to the Administrative Agent for the benefit of the Lenders no later than the then Facility Termination Date either (1) cash collateral for such Letter of Credit for deposit into beyond the Letter Revolving Credit Termination Date except in accordance with clause (b) of Credit Collateral Account in an amount equal to this proviso, and (b) the stated amount of such Letter of Credit, (2) a backup Letter of Credit having terms acceptable to the Administrative Agent and issued by a domestic financial institution having a rating assigned by Xxxxx’x or S&P to its senior unsecured debt of AA/Aa2 or better or (3) other collateral satisfactory to the Administrative Agent. Upon the expiration, cancellation or termination of Issuing Bank may issue a Facility Letter of Credit for having an expiration date which cash, a backup is after the Revolving Credit Termination Date so long as such expiration date is not later than the first anniversary of the Revolving Credit Termination Date and the Borrower complies with Sections 3.13 and 3.14 hereof; or (iv) issue any Facility Letter of Credit or other collateral has been having an expiration date which is more than fifteen (15) months after the date of its issuance; provided pursuant to the preceding clause that (1), (2a) or (3), the Administrative Agent shall promptly return any such backup a Facility Letter of Credit to may contain a provision providing for automatic extension of the expiration date in the absence of a non-renewal from the Administrative Agent, but in no event shall any such provision permit the extension of the expiration date of such Facility Letter of Credit beyond the Revolving Credit Termination Date except in accordance with clause (b) of this proviso, and (b) the Issuing Bank may issue a Facility Letter of Credit having an expiration date which is after the Revolving Credit Termination Date so long as such expiration date is not later than the first anniversary of the Revolving Credit Termination Date and the Borrower or release such collateral if such extension is not exercised or is not exercisablecomplies with Sections 3.13 and 3.14 hereof.

Types and Amounts. The No Issuing Bank shall not have any obligation toto and no Issuing Bank shall: (ia) issue any Facility Letter of Credit if on the aggregate maximum amount then available for drawing under Letters date of Credit issued by such Issuing Bankissuance, before or after giving effect to the Facility Letter of Credit requested hereunder, shall (i) the Euro Amount of Aggregate Revolving Credit Exposure at such time would exceed any limit imposed by law or regulation upon the Aggregate Commitments at such Issuing Bank; time, (ii) issue any Facility Letter of Bank’s Revolving Credit if, after giving effect theretoExposure would exceed its Commitment, (1iii) the then applicable Outstanding Facility Amount would exceed aggregate outstanding amount of the then-current Aggregate Commitment or (2) the then-applicable Outstanding Facility Amount would exceed the then-current Aggregate Commitment or (3) the Facility Letter of Credit L/C Obligations would exceed a Euro Amount of €30,000,000 or (iv) the Facility Letter outstanding amount of Credit Sublimitthe L/C Obligations of such Issuing Bank would exceed its L/C Commitment (unless otherwise agreed in writing by such Issuing Bank and prompt notice of such agreement is given to the Administrative Agent); or (iiib) issue any Facility Letter of Credit having an expiration date, or containing automatic extension provisions to extend such date, to a date beyond the then-current Facility Termination Date, provided, further, that a Facility Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have which has an expiration date (or date for payment of not more than one year beyond the Facility Termination Date, so long as the Borrower delivers to the Administrative Agent for the benefit of the Lenders no any draft presented thereunder) later than the then Facility Termination Date either earlier of (1i) cash collateral for the date one year after the date of the issuance of such Letter of Credit for deposit into (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the scheduled Termination Date; provided, however, that an Issuing Bank may issue a Letter of Credit which has an expiration date (or date for payment of any draft presented thereunder) later than the date which is five (5) Business Days immediately preceding the Termination Date (such date being the “LC Collateral Account Trigger Date”) so long as on or before the LC Collateral Trigger Date the Applicable Borrower has cash collateralized such Letter of Credit in an amount equal and pursuant to documentation satisfactory to the stated amount of applicable Issuing Bank (and, if such Letter of Creditcash collateral has not been so furnished by the Applicable Borrower prior to the LC Collateral Trigger Date, (2) a backup then on the LC Collateral Trigger Date the Applicable Borrower shall deliver and pledge to the applicable Issuing Bank such cash collateral in such amount). Notwithstanding the foregoing, no Letter of Credit having terms acceptable to the Administrative Agent and shall be issued by a domestic financial institution having a rating assigned by Xxxxx’x or S&P to its senior unsecured debt of AA/Aa2 or better or (3) other collateral satisfactory to the Administrative Agent. Upon the expiration, cancellation or termination of a Facility Letter of Credit for which cash, a backup Letter of Credit or other collateral has been provided pursuant to the preceding clause an expiration date that is more than one (1), (2) or (3), year beyond the Administrative Agent shall promptly return any such backup Letter of Credit to the Borrower or release such collateral if such extension is not exercised or is not exercisableTermination Date.

Types and Amounts. The An Issuing Bank shall not have any obligation toto issue, amend or extend, and shall not issue, amend or extend, any Letter of Credit or Alternative Currency Letter of Credit at any time: (i) issue any Facility if the aggregate Letter of Credit if the aggregate maximum amount then available for drawing under Letters of Credit issued by Obligations with respect to such Issuing Bank, after giving effect to the Facility issuance, amendment or extension of the Letter of Credit or Alternative Currency Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) issue any Facility if, immediately after giving effect to the issuance, amendment or extension of such Letter of Credit if, after giving effect theretoor Alternative Currency Letter of Credit, (1) the then applicable Outstanding Facility Amount Letter of Credit Obligations at such time would exceed $100,000,000 with respect to Letters of Credit (including Alternative Currency Letters of Credit, the then-current Aggregate Commitment amount of which shall be calculated based on the Dollar Equivalent Amount thereof), or (2) the then-applicable Outstanding Facility Amount aggregate amount of all outstanding Letters of Credit issued by any Issuing Bank at any time would exceed the then-current Aggregate its Letter of Credit Commitment at such time (unless otherwise agreed by such Issuing Bank), or (3) the Facility Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount at such time, or (4) such Issuing Bank’s Revolving Credit Exposure would exceed its Revolving Credit Commitment, or (5) the sum of the Loans in the Alternative Currency and the Letter of Credit Obligations with respect to Alternative Currency Letters of Credit at such time would exceed the Facility Alternative Currency Sublimit, or (6) one or more of the conditions precedent contained in Sections 6.1 or 6.2, as applicable, would not on such date be satisfied, unless such conditions are thereafter satisfied and written notice of such satisfaction is given to such Issuing Bank by the Administrative Agent (and such Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Sections 6.1 or 6.2, as applicable, have been satisfied); (iii) which has an expiration date later than the first anniversary of the then Revolving Credit Termination Date; (iv) which is in a currency other than Dollars or an Alternative Currency; (v) (A) where the beneficiary of such Letter of Credit Sublimitor Alternative Currency Letter of Credit is a Sanctioned Person, (B) to secure any transaction or the undertaking of any activity or business of or with any Sanctioned Person, or in any country or territory, that at the time of such issuance is the subject of any Sanctions or (C) in any manner that would result in a violation of any Sanctions by any party to this Agreement; (vi) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing the Letter of Credit, or any Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good xxxxx xxxxx material to it; or (iiivii) issue any Facility if the issuance of the Letter of Credit having an expiration datewould violate one or more policies of the Issuing Bank applicable to letters of credit generally. For the avoidance of doubt, if the Administrative Agent and Bank of America, N.A. (and/or any other Lender or containing automatic extension provisions to extend Affiliate of a Lender designated by the Borrower, with such dateLender’s consent, to issue a date beyond Letter of Credit) are not obligated or permitted pursuant to any of the then-current Facility Termination Date, provided, further, that preceding paragraphs of this Section 3.1(a) to issue a Facility Letter of Credit maybut another Lender designated by the Borrower, as a result of its express terms or as the result of the effect of an automatic extension provisionwith such Lender’s consent, have an expiration date of not more than one year beyond the Facility Termination Date, so long as the Borrower delivers to the Administrative Agent for the benefit of the Lenders no later than the then Facility Termination Date either (1) cash collateral for issue such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the stated amount of such Letter of Credit, (2) a backup Letter of Credit having terms acceptable to the Administrative Agent and issued by a domestic financial institution having a rating assigned by Xxxxx’x or S&P to its senior unsecured debt of AA/Aa2 or better or (3) other collateral satisfactory to the Administrative Agent. Upon the expiration, cancellation or termination of a Facility Letter of Credit for which cash, a backup Letter of Credit or other collateral has been provided pursuant to the preceding clause (1), (2) or (3), the Administrative Agent shall promptly return any such backup Letter of Credit to the Borrower or release such collateral if such extension is not exercised or is not exercisable.a

Types and Amounts. The Issuing Bank shall not have any obligation to: (i) issue any Facility Letter of Credit if the aggregate maximum amount then available for drawing under Letters of Credit issued by such Issuing Bank, after giving effect to the Facility Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) issue any Facility Letter of Credit if, after giving effect thereto, (1) the then applicable Outstanding Facility Amount would exceed the then-then current Aggregate Commitment or Commitment, (2) the then-applicable Outstanding Facility Revolving Credit Amount would exceed the then-current Aggregate Commitment aggregate Revolving Credit Commitments or (3) the Facility Letter of Credit Obligations would exceed the Facility Letter of Credit Sublimit; or (iii) issue any Facility Letter of Credit having an expiration date, or containing automatic extension provisions to extend such date, to a date beyond the then-current Facility Revolving Credit Termination Date, provided, further, that a Facility Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Facility Revolving Credit Termination Date, so long as the Borrower delivers to the Administrative Agent for the benefit of the Revolving Credit Lenders no later than the then Facility Revolving Credit Termination Date either (1) cash collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the stated amount of such Letter of Credit, (2) a backup Letter of Credit having terms acceptable to the Administrative Agent Issuing Bank and issued by a domestic financial institution having a rating assigned by Xxxxx’x or S&P to its senior unsecured debt of AA/Aa2 or better (or otherwise acceptable to the Issuing Bank) or (3) other collateral satisfactory to the Administrative AgentIssuing Bank. Upon the expiration, cancellation or termination of a Facility Letter of Credit for which cash, a backup Letter of Credit or other collateral has been provided pursuant to the preceding clause (1), (2) or (3), the Administrative Agent (or the Issuing Bank, as the case may be) shall promptly return any such backup Letter of Credit to the Borrower or release such collateral if such extension is not exercised or is not exercisable.. LEGAL02/41239043v9

Types and Amounts. The No Issuing Bank shall not have any obligation toto and no Issuing Bank shall: (iA) issue (or amend) any Facility Letter of Credit if on the aggregate maximum amount then available for drawing under Letters date of Credit issued by such Issuing Bankissuance (or amendment), before or after giving effect to the Facility Letter of Credit requested hereunder, shall (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed any limit imposed by law the Aggregate Revolving Loan Commitment at such time, or regulation upon such Issuing Bank; (ii) issue any Facility Letter the aggregate outstanding Dollar Amount of Credit if, after giving effect thereto, (1) the then applicable Outstanding Facility Amount would exceed the then-current Aggregate Commitment or (2) the then-applicable Outstanding Facility Amount would exceed the then-current Aggregate Commitment or (3) the Facility Letter of Credit L/C Obligations would exceed the Facility Letter of Credit Sublimit$30,000,000; or (iiiB) issue (or amend) any Facility Letter of Credit having which has an expiration date, date later than the date which is the earlier of (x) two (2) years after the date of issuance thereof or containing automatic extension provisions to extend such date, to a date beyond (y) five (5) Business Days immediately preceding the then-current Facility Revolving Credit Termination Date, ; provided, further, that a Facility any Letter of Credit maywith a one-year term or a two-year term, as applicable, may provide for the renewal thereof for additional one-year or two-year periods (which in no event shall extend beyond the date referred to in clause (y) above). Notwithstanding anything to the contrary set forth in this Agreement, a result Letter of its express terms or as the result of the effect of an automatic extension provision, Credit may have an expiration expiry date of not more than one year beyond that occurs after or within five (5) Business Days before the Facility Revolving Credit Termination Date, Date so long as the Borrower delivers Administrative Agent receives from the applicable Borrower, at least five (5) Business Days prior to the earlier of the applicable Letter of Credit’s expiry date and the Revolving Credit Termination Date, an amount in immediately available funds equal to at least one hundred two percent (102%) of the LC Obligations owing under or in connection with such Letter of Credit. Any such collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent for the benefit of the Lenders no later than and the then Facility Termination Date either (1) cash Issuing Banks as collateral security for such Letter the Borrowers’ obligations in respect of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the stated amount of this Agreement and such Letter of Credit, (2) a backup Letter of Credit having terms acceptable . Amounts remaining in any cash collateral account established pursuant to the Administrative Agent and issued this Section 3.3 which are not applied to reimburse an Issuing Bank for amounts actually paid or to be paid by a domestic financial institution having a rating assigned by Xxxxx’x or S&P to its senior unsecured debt of AA/Aa2 or better or (3) other collateral satisfactory to the Administrative Agent. Upon the expiration, cancellation or termination such Issuing Bank in respect of a Facility Letter of Credit for which cash, a backup Letter of Credit or other collateral has been provided pursuant otherwise applied to the preceding clause Obligations shall be returned to the applicable Borrower within one (1), ) Business Day (2) or (3), after deduction of the Administrative Agent shall promptly return any Agent’s expenses incurred in connection with such backup Letter of Credit to the Borrower or release such cash collateral if such extension is not exercised or is not exercisableaccount).

Types and Amounts. The An Issuing Bank shall not have any obligation toto issue, amend or extend, and shall not issue, amend or extend, any Letter of Credit or Alternative Currency Letter of Credit at any time: (i) issue any Facility if the aggregate Letter of Credit if the aggregate maximum amount then available for drawing under Letters of Credit issued by Obligations with respect to such Issuing Bank, after giving effect to the Facility issuance, amendment or extension of the Letter of Credit or Alternative Currency Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) issue any Facility if, immediately after giving effect to the issuance, amendment or extension of such Letter of Credit or Alternative Currency Letter of Credit, (1) the Letter of Credit Obligations at such time would exceed $150,000,000 with respect to Letters of Credit (including Alternative Currency Letters of Credit, the amount of which shall be calculated based on the Dollar Equivalent Amount thereof), or (2) the aggregate amount of all outstanding Letters of Credit issued by any Issuing Bank at any time would exceed its Letter of Credit Commitment at such time (unless otherwise agreed by such Issuing Bank), or (3) the Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount at such time, or (4) such Issuing Bank’s Revolving Credit Exposure would exceed its Revolving Credit Commitment, or (5) the sum of the Loans in the Alternative Currency and the Letter of Credit Obligations with respect to Alternative Currency Letters of Credit at such time would exceed the Alternative Currency Sublimit, or (6) one or more of the conditions precedent contained in Sections 6.1 or 6.2, as applicable, would not on such date be satisfied, unless such conditions are thereafter satisfied and written notice of such satisfaction is given to such Issuing Bank by the Administrative Agent (and such Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Sections 6.1 or 6.2, as applicable, have been satisfied); (iii) which has an expiration date later than the first anniversary of the then Revolving Credit Termination Date; (iv) which is in a currency other than Dollars or an Alternative Currency; (v) (A) where the beneficiary of such Letter of Credit or Alternative Currency Letter of Credit is a Sanctioned Person, (B) to secure any transaction or the undertaking of any activity or business of or with any Sanctioned Person, or in any country or territory, that at the time of such issuance is the subject of any Sanctions or (C) in any manner that would result in a violation of any Sanctions by any party to this Agreement; (vi) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing the Letter of Credit, or any Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good xxxxx xxxxx material to it; or (vii) if the issuance of the Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally. For the avoidance of doubt, if the Administrative Agent and Bank of America, N.A. (and/or any other Lender or Affiliate of a Lender designated by the Borrower, with such Lender’s consent, to issue a Letter of Credit) are not obligated or permitted pursuant to any of the preceding paragraphs of this Section 3.1(a) to issue a Letter of Credit but another Lender designated by the Borrower, with such Lender’s consent, to issue such Letter of Credit (a “Replacement Issuing Bank”) is not prohibited from issuing such Letter of Credit pursuant to any of the preceding paragraphs of this Section 3.1(a), then the Replacement Issuing Bank shall, subject to the other provisions of this Agreement, issue such Letter of Credit. The Borrower may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Issuing Bank; provided that the Borrower shall not reduce the Letter of Credit Commitment of any Issuing Bank if, after giving effect thereto, (1) the then applicable Outstanding Facility Amount would exceed the then-current Aggregate Commitment or (2) the then-applicable Outstanding Facility Amount would exceed the then-current Aggregate Commitment or (3) the Facility Letter of Credit Obligations would exceed the Facility Letter of Credit Sublimit; or (iii) issue any Facility Letter of Credit having an expiration date, or containing automatic extension provisions to extend such date, to a date beyond the then-current Facility Termination Date, provided, further, that a Facility Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Facility Termination Date, so long as the Borrower delivers to the Administrative Agent for the benefit of the Lenders no later than the then Facility Termination Date either (1) cash collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the stated amount of such Letter of Creditreduction, (2) a backup Letter of Credit having terms acceptable to the Administrative Agent and issued by a domestic financial institution having a rating assigned by Xxxxx’x or S&P to its senior unsecured debt of AA/Aa2 or better or (3) other collateral satisfactory to the Administrative Agent. Upon the expiration, cancellation or termination of a Facility Letter of Credit for which cash, a backup Letter of Credit or other collateral has been provided pursuant to the preceding conditions set forth in clause (1), (2ii) or (3), the Administrative Agent above shall promptly return any such backup Letter of Credit to the Borrower or release such collateral if such extension is not exercised or is not exercisablebe satisfied.

Types and Amounts. The Issuing Bank Lender shall not have any obligation tonot: (i) issue any Facility Letter of Credit if the aggregate maximum amount then available for drawing under Facility Letters of Credit issued by such Issuing BankLender, after giving effect to the Facility Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing BankLender; (ii) unless such Issuing Lender otherwise consents, issue any Facility Letter of Credit if, after giving effect thereto, (x) the aggregate undrawn amount of all outstanding Facility Letters of Credit issued by any Issuing Lender plus the aggregate amount of all LC Disbursements made by such Issuing Lender that have not been reimbursed by or on behalf of the Borrower would exceed its Letter of Credit Commitment or (y) the Revolving Exposure of any Issuing Lender would exceed its Revolving Commitment, in each case unless such Issuing Lender otherwise consents; (iii) issue any Facility Letter of Credit if, after giving effect thereto, the LC Exposure would exceed $35,000,000 (1) or such greater amount as may be increased in connection with any Incremental Commitment with the then applicable Outstanding Facility Amount consent of all Issuing Lenders), or the Total Exposure would exceed the then-current Aggregate Commitment or (2) the then-applicable Outstanding Facility Amount would exceed the then-current Aggregate Commitment or (3) the Facility Letter of Credit Obligations would exceed the Facility Letter of Credit SublimitCommitments; or (iiiiv) issue any Facility Letter of Credit having an expiration datedate (including after giving effect to the third sentence in the definition of “LC Exposure”), or containing automatic extension provisions to extend such date, to a date beyond which is later than five (5) Business Days prior to the then-current Facility Termination DateDate (subject to the provisions set forth below). The Borrower may, providedat any time and from time to time, furtherreduce the Letter of Credit Commitment of any Issuing Lender with the consent of such Issuing Lender; provided that the Borrower shall not reduce the Letter of Credit Commitment of any Issuing Lender if, that after giving effect of such reduction, the conditions set forth in clauses (i) through (iv) above shall not be satisfied. Notwithstanding the foregoing conditions contained in 2A.2(iv) above, a Facility Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, may have an expiration date that is up to two (2) years after the maturity of not more than one year beyond the Facility Termination Dateprovided that not later than forty-five (45) days prior to such maturity, so long as Borrower provides cash or other collateral reasonably acceptable to all Lenders in the Borrower delivers full amount available to be drawn under all Facility Letters of Credit with expiration dates after the Administrative Agent for the benefit maturity date of the Lenders no later than the then Facility Termination Date either (1) cash Facility. Any such collateral for such Letter of Credit for deposit into shall be held in the Letter of Credit Collateral Account in an amount equal to the stated amount of such Letter of Credit, (2) a backup Letter of Credit having terms acceptable to the Administrative Agent and issued by a domestic financial institution having a rating assigned by Xxxxx’x or S&P to its senior unsecured debt of AA/Aa2 or better or (3) other collateral satisfactory to the Administrative Agent. Upon the expiration, cancellation or termination of a Facility Letter of Credit for which cash, a backup Letter of Credit or other collateral has been provided pursuant to the preceding clause (1), (2) or (3), the Administrative Agent shall promptly return any such backup Letter of Credit to the Borrower or release such collateral if such extension is not exercised or is not exercisableAccount.