Common use of Commitment to Issue Letters of Credit Clause in Contracts

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof, and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements of the other Banks set forth in this Section 2.18 agrees to issue Letters of Credit from time to time before the Letter of Credit Termination Date applicable to such Issuing Bank upon the request of the Borrower; provided that immediately after each Letter of Credit is issued (x) the Total Outstanding Amount shall not exceed the aggregate amount of the Commitments, (y) the aggregate amount of the Letter of Credit Liabilities of all Banks shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreement.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereofhereof and the execution and delivery by the Borrowers of a letter of credit application on the Administrative Agent's customary form (a "Letter of Credit Application"), the Administrative Agent on behalf of the Lenders and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Banks Lenders set forth in this Section 2.18 agrees §5.1(d) and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue Letters issue, extend and renew for the account of Credit the Borrowers one or more standby letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time before by the Letter of Credit Termination Date applicable Borrowers and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such Issuing Bank upon request, (a) the request sum of the Borrower; provided that immediately after each Letter of Credit is issued (x) the Total Outstanding aggregate Maximum Drawing Amount shall not exceed the aggregate amount of the Commitments, (y) the aggregate amount of the Letter of Credit Liabilities of and all Banks Unpaid Reimbursement Obligations shall not exceed $100,000,000 15,000,000 at any one time, and (zb) the aggregate amount sum of the Letter of Credit Liabilities in respect of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) L/C Obligations, and (ii) the Borrower requests amount of all Revolving Credit Loans outstanding shall not exceed the issuance of a Total Revolving Credit Commitment at any time. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit which expires later than to support or secure any Indebtedness of the Letter Borrowers or any of Credit Termination Date in effect their Subsidiaries to the extent that such Indebtedness was incurred prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the proposed issuance date of issuance by an Issuing Bank of a such Letter of Credit, unless in any such Issuing Bank shall be deemed, without further action case the Borrowers demonstrate to the satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by any party hereto, a prior perfected and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account of the Borrowers or such Subsidiary and the related Letter reimbursement obligation with respect to such letter of Credit Liabilities credit was fully secured by a prior perfected and unavoidable security interest in the proportion its respective Commitment bears collateral provided to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect issuer of Letters such letter of Credit is absolute and unconditional and shall not be affected credit by any circumstance whatsoever, including any amendment, renewal the Borrowers or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this AgreementSubsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon the execution and so long as no Stop Issuance Notice is in effectdelivery by the Borrower of a letter of credit application on the L/C Issuer’s customary form (a “Letter of Credit Application”), each Issuing Bank the L/C Issuer on behalf of the Revolving Credit Lenders and in reliance upon the agreements agreement of the other Banks Revolving Credit Lenders set forth in this Section 2.18 agrees §4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue Letters issue, extend and renew for the account of Credit the Borrower one or more standby letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time before by the Borrower and agreed to by the L/C Issuer; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Termination Date applicable Sublimit at any one time and (ii)(A) prior to such Issuing Bank upon the request earlier of (x) the second anniversary of the Borrower; provided Closing Date or (y) the date that immediately after each Letter the Borrower prepays (in whole or in part) any outstanding Interpool Convertible Subordinated Debt, the sum of the outstanding principal amount of the Revolving Credit is issued Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans shall not exceed the lesser of (x) the Total Outstanding Commitment at such time and (y) the Borrowing Base at such time or (B) at all other times, the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans plus the outstanding principal amount of the Term Loans shall not exceed the aggregate lesser of (x) the Total Commitment at such time plus the outstanding principal amount of the Commitments, Term Loans at such time and (y) the aggregate amount of the Letter of Credit Liabilities of all Banks shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued Borrowing Base at such time. Each request by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests for the issuance or amendment of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely deemed to be a representation by the Borrower that the issuance or amendment so requested complies with reference the conditions set forth in the proviso to the Banks whose Commitments have been so extendedpreceding sentence. If Within the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bankforegoing limits, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears subject to the aggregate Commitments. Each Bank acknowledges terms and agrees that its obligation conditions hereof, the Borrower’s ability to acquire participations pursuant to this paragraph in respect of obtain Letters of Credit is absolute shall be fully revolving, and unconditional and shall not be affected by any circumstance whatsoeveraccordingly the Borrower may, including any amendmentduring the foregoing period, renewal or extension of any Letter obtain Letters of Credit to replace Letters of Credit that have expired or the occurrence that have been drawn upon and continuance reimbursed. All Existing Letters of a Default or reduction or termination of the CommitmentsCredit shall be deemed to have been issued pursuant hereto, and that each such payment from and after the Closing Date shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges subject to and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of governed by the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreementterms and conditions hereof.

Commitment to Issue Letters of Credit. Subject to the terms ------------------------------------- and conditions hereofhereof and the execution and delivery by the Borrower of a letter of credit application on the Agent's customary form (a "Letter of Credit Application"), the Agent on behalf of the Banks and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Banks set forth in this Section 2.18 agrees (S)5.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue Letters issue, extend and renew for the account of Credit the Borrower one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time before by the Letter of Credit Termination Date applicable Borrower and agreed to by the Agent; provided, however, -------- ------- that, after giving effect to such Issuing Bank upon request, (a) the request sum of the Borrower; provided that immediately after each Letter of Credit is issued aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $5,000,000 at any one time and (xb) the Total Outstanding sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Revolving Credit Loans outstanding shall not exceed the aggregate amount lesser of the Commitments, (yA) the aggregate amount of Total Commitment and (B) the Borrowing Base. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit Liabilities of all Banks shall not exceed $100,000,000 and (z) the aggregate amount to support or secure any Indebtedness of the Letter Borrower or any of Credit Liabilities in respect of Letters of Credit issued by any Issuing Bank shall not exceed its Subsidiaries to the extent that such Issuing Bank’s Letter of Credit Commitment without Indebtedness was incurred prior to the consent proposed issuance date of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, unless in any such Issuing Bank shall be deemed, without further action case the Borrower demonstrates to the satisfaction of the Agent that (x) such prior incurred Indebtedness were then fully secured by any party hereto, a prior perfected and unavoidable security interest in collateral provided by the Borrower or such Subsidiary to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness were then secured or supported by a letter of credit issued for the account of the Borrower or such Subsidiary and the related Letter reimbursement obligation with respect to such letter of Credit Liabilities credit was fully secured by a prior perfected and unavoidable security interest in the proportion its respective Commitment bears collateral provided to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect issuer of Letters such letter of Credit is absolute and unconditional and shall not be affected credit by any circumstance whatsoever, including any amendment, renewal the Borrower or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this AgreementSubsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon the execution and so long as no Stop Issuance Notice is in effectdelivery by the Borrower of a letter of credit application on the L/C Issuer’s customary form (a “Letter of Credit Application”), each Issuing Bank the L/C Issuer on behalf of the Revolving Credit Lenders and in reliance upon the agreements agreement of the other Banks Revolving Credit Lenders set forth in this Section 2.18 agrees §4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue Letters issue, extend and renew for the account of Credit the Borrower one or more standby letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time before by the Borrower, and agreed to by the L/C Issuer; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Termination Date applicable to such Issuing Bank upon Sublimit at any time, (ii) the request sum of the Borrower; provided that immediately after each Letter outstanding principal amount of the Revolving Credit is issued Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus the outstanding amount of Swing Line Loans shall not exceed the lesser of (x) the Total Outstanding Amount shall not exceed the aggregate amount of the Commitments, Commitment at such time and (y) the aggregate amount of the Letter of Credit Liabilities of all Banks shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued Borrowing Base at such time. Each request by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests for the issuance or amendment of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely deemed to be a representation by the Borrower that the issuance or amendment so requested complies with reference the conditions set forth in the proviso to the Banks whose Commitments have been so extendedpreceding sentence. If Within the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bankforegoing limits, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears subject to the aggregate Commitments. Each Bank acknowledges terms and agrees that its obligation conditions hereof, the Borrower’s ability to acquire participations pursuant to this paragraph in respect of obtain Letters of Credit is absolute shall be fully revolving, and unconditional and shall not be affected by any circumstance whatsoeveraccordingly the Borrower may, including any amendmentduring the foregoing period, renewal or extension of any Letter obtain Letters of Credit or to replace Letters of Credit issued for the occurrence and continuance of a Default or reduction or termination account of the Commitments, Borrower or such Subsidiary that have expired or that have been drawn upon and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreementreimbursed.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereofhereof and the execution and delivery by a Borrower of a letter of credit application on the Agent's customary form (a "Letter of Credit Application"), the Agent on behalf of the Banks and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Banks set forth in this Section 2.18 agrees ss.4.1.4 and upon the representations and warranties of such Borrower contained herein, agrees, in its individual capacity, to issue Letters issue, extend and renew for the account of Credit such Borrower one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time before by the Letter of Credit Termination Date applicable Borrower and agreed to by the Agent; provided, however, that, after giving effect to such Issuing Bank upon request, (a) the request sum of the Borrower; provided that immediately after each Letter of Credit is issued aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $5,000,000 and (xb) the Total Outstanding sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, (iii) the amount of all Revolving Credit Loans outstanding, and (iv) the Maximum Overdraft Amount shall not exceed the aggregate amount of Total Commitment. Notwithstanding the Commitmentsforegoing, (y) the aggregate amount of the Agent shall have no obligation to issue any Letter of Credit Liabilities to support or secure any Indebtedness of all Banks shall not exceed $100,000,000 and (z) any Borrower or any of its Subsidiaries to the aggregate amount of extent that such Indebtedness was incurred prior to the Letter of Credit Liabilities in respect of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent proposed issuance date of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, unless in any such Issuing Bank shall be deemed, without further action case such Borrower demonstrates to the satisfaction of the Agent that (x) such prior incurred Indebtedness was then fully secured by any party hereto, a prior perfected and unavoidable security interest in collateral provided by such Borrower or such Subsidiary to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account of such Borrower or such Subsidiary and the related Letter reimbursement obligation with respect to such letter of Credit Liabilities credit was fully secured by a prior perfected and unavoidable security interest in the proportion its respective Commitment bears collateral provided to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect issuer of Letters such letter of Credit is absolute and unconditional and shall not be affected credit by any circumstance whatsoever, including any amendment, renewal such Borrower or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this AgreementSubsidiary.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereofhereof and the execution and delivery by the Borrower of a letter of credit application on the Agent's customary form (a "Letter of Credit Application"), the Agent on behalf of the Banks and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Banks set forth in this Section 2.18 agrees ss.5.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue Letters issue, extend and renew for the account of Credit the Borrower one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time before by the Letter of Credit Termination Date applicable Borrower and agreed to by the Agent; provided, however, that, after giving effect to such Issuing Bank upon request, (a) the request sum of the Borrower; provided that immediately after each Letter of Credit is issued aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $5,000,000 at any one time and (xb) the Total Outstanding sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Revolving Credit Loans outstanding shall not exceed the aggregate amount lesser of the Commitments, (yA) the aggregate amount of Total Commitment and (B) the Borrowing Base. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit Liabilities of all Banks shall not exceed $100,000,000 and (z) the aggregate amount to support or secure any Indebtedness of the Letter Borrower or any of Credit Liabilities in respect of Letters of Credit issued by any Issuing Bank shall not exceed its Subsidiaries to the extent that such Issuing Bank’s Letter of Credit Commitment without Indebtedness was incurred prior to the consent proposed issuance date of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, unless in any such Issuing Bank shall be deemed, without further action case the Borrower demonstrates to the satisfaction of the Agent that (x) such prior incurred Indebtedness were then fully secured by any party hereto, a prior perfected and unavoidable security interest in collateral provided by the Borrower or such Subsidiary to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness were then secured or supported by a letter of credit issued for the account of the Borrower or such Subsidiary and the related Letter reimbursement obligation with respect to such letter of Credit Liabilities credit was fully secured by a prior perfected and unavoidable security interest in the proportion its respective Commitment bears collateral provided to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect issuer of Letters such letter of Credit is absolute and unconditional and shall not be affected credit by any circumstance whatsoever, including any amendment, renewal the Borrower or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this AgreementSubsidiary.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof, hereof and so long as no Stop Issuance Notice is in effect, each Issuing Bank the execution and delivery by the Borrowers of a letter of credit application on the Agent's customary form (a "Letter of Credit Application") the Agent on behalf of the Banks and in reliance upon the agreements agreement of the other Banks set forth in this Section 2.18 agrees (S)3.1.4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue Letters issue, extend and renew for the account of Credit the Borrowers from time to time before from the Closing Date to the date which is fourteen (14) Business Days prior to the Maturity Date one or more standby letters of credit (each, individually, a "Letter of Credit Termination Date applicable Credit"), in such form as may be requested from time to time by the Borrowers and agreed to by the Agent; provided, however, that, after giving effect to such Issuing Bank upon request, (a) the request sum of the Borrower; provided that immediately after each Letter of Credit is issued aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed Twenty Million Dollars (x$20,000,000) at any one time, (b) the Total sum of (i) the Maximum Drawing Amount, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Loans Outstanding Amount shall not exceed the aggregate Total Commitment or, if less the amount to which the Borrowers' secured Obligations are limited as set forth in the proviso contained in (S)6 hereof and (c) the Borrowers are in compliance with the covenant contained in (S)10.4 hereof. The parties hereto hereby agree that, on and as of the CommitmentsClosing Date, (y) the aggregate amount letters of credit issued under the Letter of Existing Credit Liabilities of all Banks Agreement shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities in respect of be deemed to be Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreementhereunder.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof, hereof and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements of the other Banks set forth in this Section 2.18 agrees to issue Letters of Credit from time to time before the Letter of Credit Termination Date applicable to such Issuing Bank upon the request of the Borrower; provided that immediately after each Letter of Credit is issued (x) the Total Outstanding Amount shall not exceed the aggregate amount of the Commitments, (y) the aggregate amount of the Letter of Credit Liabilities of all Banks shall not exceed $100,000,000 execution and (z) the aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued delivery by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than Request, each Issuing Bank, on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in §4.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time by the Borrower and agreed to by the respective Issuing Bank; provided, however, that, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $10,000,000 at any one time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Revolving Credit Loans outstanding shall not exceed the lesser of (A) the Total Commitment at such time and (B) the Borrowing Base at such time. Notwithstanding the foregoing, no Issuing Bank shall have any obligation to issue any Letter of Credit Termination Date in effect (1) to remedy the failure of a Lender to advance its pro rata share of any Revolving Credit Loan, or (2) to support or secure any Indebtedness of the Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the proposed issuance date of issuance by an Issuing Bank of a such Letter of Credit, unless in any such case the Borrower demonstrates to the satisfaction of the respective Issuing Bank shall be deemed, without further action that (x) such prior incurred Indebtedness was then fully secured by any party hereto, a prior perfected and unavoidable security interest in collateral provided by the Borrower or such Subsidiary to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account of the Borrower or such Subsidiary and the related Letter reimbursement obligation with respect to such letter of Credit Liabilities credit was fully secured by a prior perfected and unavoidable security interest in the proportion its respective Commitment bears collateral provided to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect issuer of Letters such letter of Credit is absolute and unconditional and shall not be affected credit by any circumstance whatsoever, including any amendment, renewal the Borrower or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this AgreementSubsidiary.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereofhereof and the execution and delivery by the Borrowers of a letter of credit application on the Administrative Agent’s customary form (a “Letter of Credit Application”), the Administrative Agent on behalf of the Lenders and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Banks Lenders set forth in this Section 2.18 agrees §5.1.4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue Letters issue, extend and renew for the account of Credit a Borrower one or more standby or documentary letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time before by such Borrower and agreed to by the Letter of Credit Termination Date applicable Administrative Agent; provided, however, that, after giving effect to such Issuing Bank upon request, (a) the request sum of the Borrower; provided that immediately after each Letter of Credit is issued aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $10,000,000 at any one time and (xb) the Total Outstanding sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Revolving Credit Loans outstanding shall not exceed the aggregate amount of Total Revolving Credit Commitment at such time. Notwithstanding the Commitmentsforegoing, (y) the aggregate amount of the Administrative Agent shall have no obligation to issue any Letter of Credit Liabilities to support or secure any Indebtedness of all Banks shall not exceed $100,000,000 and (z) a Borrower or any of its Subsidiaries to the aggregate amount of extent that such Indebtedness was incurred prior to the Letter of Credit Liabilities in respect of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent proposed issuance date of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, unless in any such Issuing Bank shall be deemed, without further action case such Borrower demonstrates to the satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by any party hereto, a prior perfected and unavoidable security interest in collateral provided by such Borrower or such Subsidiary to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account of such Borrower or such Subsidiary and the related Letter reimbursement obligation with respect to such letter of Credit Liabilities credit was fully secured by a prior perfected and unavoidable security interest in the proportion its respective Commitment bears collateral provided to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect issuer of Letters such letter of Credit is absolute and unconditional and shall not be affected credit by any circumstance whatsoever, including any amendment, renewal such Borrower or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this AgreementSubsidiary.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereofhereof and the execution and delivery by the Borrower of a letter of credit application on the Agent's customary form (a "Letter of Credit Application"), the Agent on behalf of the Banks and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Banks set forth in this Section 2.18 agrees 2.17.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue Letters issue, extend and renew for the account of Credit the Borrower one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time before by the Letter of Credit Termination Date applicable Borrower and agreed to by the Agent; PROVIDED, HOWEVER, that, after giving effect to such Issuing Bank upon request, (a) the request sum of the Borrower; provided that immediately after each Letter of Credit is issued aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $25,000,000 at any one time and (xb) the Total Outstanding sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Loans outstanding shall not exceed the aggregate amount of Total Commitment. Notwithstanding the Commitmentsforegoing, (y) the aggregate amount of the Agent shall have no obligation to issue any Letter of Credit Liabilities of all Banks shall not exceed $100,000,000 and (z) the aggregate amount to support or secure any Indebtedness of the Letter Borrower or any of Credit Liabilities in respect of Letters of Credit issued by any Issuing Bank shall not exceed its Subsidiaries to the extent that such Issuing Bank’s Letter of Credit Commitment without Indebtedness was incurred prior to the consent proposed issuance date of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, unless in any such Issuing Bank shall be deemed, without further action case the Borrower demonstrates to the satisfaction of the Agent that (x) such prior incurred Indebtedness was then fully secured by any party hereto, a prior perfected and unavoidable security interest in collateral provided by the Borrower or such Subsidiary to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account of the Borrower or such Subsidiary and the related Letter reimbursement obligation with respect to such letter of Credit Liabilities credit was fully secured by a prior perfected and unavoidable security interest in the proportion its respective Commitment bears collateral provided to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect issuer of Letters such letter of Credit is absolute and unconditional and shall not be affected credit by any circumstance whatsoever, including any amendment, renewal the Borrower or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this AgreementSubsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereofhereof and the execution and delivery by GWI of a letter of credit application on the Issuing Lender’s customary form (a “Letter of Credit Application”), the Issuing Lender on behalf of the Applicable Lenders and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Banks Applicable Lenders set forth in this Section 2.18 agrees §5.1.4 and upon the representations and warranties of GWI contained herein, agrees, in its individual capacity, to issue Letters and extend for the account of Credit GWI (to support obligations of GWI, any other Borrower or any Subsidiaries of GWI) one or more standby or documentary letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time before by GWI and agreed to by the Issuing Lender; provided, however, that, after giving effect to such request, (i) the outstanding Letter of Credit Termination Date applicable Obligations to such Issuing Bank upon the request support obligations of the Borrower; provided that immediately after each Domestic Borrowers and Subsidiaries organized under the laws of any political subdivision of the United States do not exceed $30,000,000, (ii) the outstanding Letter of Credit is issued Obligations to support obligations of the European Borrower and Subsidiaries organized or incorporated under the laws of the European Union or any other country in Europe do not exceed $15,000,000, (xiii) the outstanding Letter of Credit Obligations to support obligations of the Canadian Borrower and Subsidiaries organized under the laws of Canada or any province thereof do not exceed $15,000,000, (iv) the outstanding Letter of Credit Obligations to support obligations of the Australian Borrower and Subsidiaries organized under the laws of any state or territory of the Commonwealth of Australia or the federal laws of the Commonwealth of Australia do not exceed $15,000,000, (v) the total outstanding Letter of Credit Obligations do not exceed $45,000,000, and (vi) the Total Outstanding Amount Domestic Revolver Exposure shall not exceed the aggregate amount Aggregate Domestic Revolving Loan Commitments. Notwithstanding any other provisions of this Credit Agreement, the Commitments, (y) the aggregate amount of the Letter of Credit Liabilities of all Banks Issuing Lender shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of issue or extend a Letter of Credit which expires later than the Letter after it has received notice from any Lender or any Agent that a Default or Event of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank Default has occurred and stating that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of no Letters of Credit is absolute and unconditional and shall not are to be affected by any circumstance whatsoever, including any amendment, renewal issued or extension of any Letter of Credit or the occurrence and continuance of a extended until such Default or reduction Event of Default has been cured or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments waived in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to the provisions of this Credit Agreement.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof, and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements of the other Banks set forth in this Section 2.18 Lender agrees to issue Letters of Credit from time to time before the Letter of Credit Termination Date applicable to such Issuing Bank upon the request of the any Borrower; provided that immediately after each Letter of Credit is issued (xi) the Total Outstanding Amount shall not exceed the aggregate amount of the Commitments, (yii) the Letter of Credit Liabilities outstanding with respect to such Issuing Lender shall not exceed such Issuing Lender’s Letter of Credit Sublimit and (iii) the aggregate amount of the Letter of Credit Liabilities of all Banks shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities Sublimit referred to in respect of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (xa) above shall be determined solely with reference to of the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignmentdefinition thereof. Upon the date of issuance by an Issuing Bank Lender of a Letter of Credit, such the Issuing Bank Lender shall be deemed, without further action by any party hereto, to have sold to each BankLender, and each Bank Lender shall be deemed, without further action by any party hereto, to have purchased from such the Issuing BankLender, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations In the event the Commitments shall have been extended pursuant to this paragraph Section 2.01(b) with respect to some but not all Lenders, and as a result the Termination Date applicable to a Lender falls prior to the expiry date of a Letter of Credit then outstanding, such Lender’s participation in respect such Letter of Credit shall terminate on its Termination Date, and the participations of the other Lenders therein shall be redetermined pro rata to their respective Percentages after giving effect to the termination of the Commitment of such former Lender. If and to the extent necessary to permit redetermination of the participations in Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or pursuant to the occurrence and continuance of a Default or reduction or termination of preceding sentence within the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion limits of the Commitments at each time which are not terminated, the Borrowers shall prepay on such Bank’s Commitment is amended pursuant to an increase date all or a portion of the Commitments outstanding Loans, and such redetermination and termination of participations in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreementoutstanding Letters of Credit shall be conditioned upon their having done so.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereofhereof and the execution and delivery by the Borrower of the Master Letter of Credit Agreement of even date herewith between LaSalle and Borrower and such other documents as are customarily required by LaSalle based on LaSalle's customary form (collectively, the "Letter of Credit Application"), LaSalle on behalf of the Banks and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Banks set forth in this Section 2.18 agrees 5.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue Letters issue, extend and renew for the account of Credit the Borrower one or more standby or documentary letters of credit in such form as may be requested from time to time before by the Letter Borrower and agreed to by LaSalle, and Fleet agrees to continue to be the issuing Bank, on behalf of each of the Banks with respect to each of the Fleet Letters of Credit Termination Date applicable (each letter of credit issued by LaSalle and the Fleet Letters of Credit are collectively referred to as the "Letters of Credit"); provided, however, that, after giving effect to such Issuing Bank upon request, (a) the request sum of the Borrower; provided that immediately after each Letter of Credit is issued aggregate Maximum Drawing Amount and all Reimbursement Obligations shall not exceed $15,000,000.00 at any one time and (xb) the Total Outstanding sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Reimbursement Obligations, (iii) the amount of all Revolving Credit Loans outstanding, and (iii) the Fair Market Value of Consigned Precious Metals shall not exceed the aggregate amount lesser of the Commitments, (yA) the aggregate amount of the Letter of Credit Liabilities of all Banks shall not exceed $100,000,000 Total Revolver Commitment and (zB) the aggregate amount of the Letter of Credit Liabilities in respect Borrowing Base. For purposes of Letters of Credit issued by subject to the terms of this Credit Agreement, LaSalle and Fleet are collectively referred to as the "Issuing Banks". Notwithstanding the foregoing, LaSalle shall have no obligation to issue any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without to support or secure any Indebtedness of the consent Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, unless in any such Issuing Bank shall be deemed, without further action case the Borrower demonstrates to the satisfaction of LaSalle that (x) such prior incurred Indebtedness were then fully secured by any party hereto, a prior perfected and unavoidable security interest in collateral provided by the Borrower or such Subsidiary to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account of the Borrower or such Subsidiary and the related Letter reimbursement obligation with respect to such letter of Credit Liabilities credit was fully secured by a prior perfected and unavoidable security interest in the proportion its respective Commitment bears collateral provided to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect issuer of Letters such letter of Credit is absolute and unconditional and shall not be affected credit by any circumstance whatsoever, including any amendment, renewal the Borrower or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this AgreementSubsidiary.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof, and so long as no Stop Issuance Notice is in effect, each Issuing Bank Lender in reliance upon the agreements of the other Banks Lenders set forth in this Section 2.18 2.15 agrees to issue Letters of Credit from time to time before the Letter of Credit Termination Date applicable to such Issuing Bank upon the request of the BorrowerCompany; provided that (i) immediately after each Letter of Credit is issued (x) the Total Outstanding Amount Usage of all Lenders shall not exceed the aggregate amount of the Commitments, Commitments and (y) the aggregate amount of the Letter of Credit Liabilities of all Banks Lenders shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) 300,000,000 and (ii) the Borrower requests the issuance of a each such Letter of Credit shall only back performance of non-financial or commercial contracts or undertakings of the Company and its Subsidiaries of the type which expires later than the Letter qualify for a 50% conversion factor for purposes of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference risk-based capital adequacy regulations applicable to the Banks whose Commitments have been so extended. If the Borrower so requests (in order Lenders from time to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignmenttime. Upon the date of issuance by an Issuing Bank Lender of a Letter of Credit, such the Issuing Bank Lender shall be deemed, without further action by any party hereto, to have sold to each BankLender, and each Bank Lender shall be deemed, without further action by any party hereto, to have purchased from such the Issuing BankLender, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreement.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereofhereof and the execution and delivery by GWI of a letter of credit application on the Issuing Lender’s customary form (a “Letter of Credit Application”), the Issuing Lender on behalf of the Applicable Lenders and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Banks Applicable Lenders set forth in this Section 2.18 agrees §5.1.4 and upon the representations and warranties of GWI contained herein, agrees, in its individual capacity, to issue Letters and extend for the account of Credit GWI (to support obligations of GWI, any other Borrower or any Subsidiaries of GWI) one or more standby or documentary letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time before by GWI and agreed to by the Issuing Lender; provided, however, that, after giving effect to such request, (i) the outstanding Letter of Credit Termination Date applicable Obligations to such Issuing Bank upon the request support obligations of the Borrower; provided that immediately after each Domestic Borrowers and Subsidiaries organized under the laws of any political subdivision of the United States do not exceed $30,000,000, (ii) the outstanding Letter of Credit is issued Obligations to support obligations of the European Borrower and Subsidiaries organized or incorporated under the laws of the European Union or any other country in Europe do not exceed $15,000,000, (xiii) the outstanding Letter of Credit Obligations to support obligations of the Canadian Borrower and Subsidiaries organized under the laws of Canada or any province thereof do not exceed $15,000,000, (iv) the outstanding Letter of Credit Obligations to support obligations of the Australian Borrower and Subsidiaries organized under the laws of any state of Australia or the federal laws of Australia do not exceed $15,000,000, (v) the total outstanding Letter of Credit Obligations do not exceed $45,000,000; and (vi) the Total Outstanding Amount Domestic Revolver Exposure shall not exceed the aggregate amount Aggregate Domestic Revolving Loan Commitments. Notwithstanding any other provisions of this Credit Agreement, the Commitments, (y) the aggregate amount of the Letter of Credit Liabilities of all Banks Issuing Lender shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of issue or extend a Letter of Credit which expires later than the Letter after it has received notice from any Lender or any Agent that a Default or Event of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank Default has occurred and stating that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of no Letters of Credit is absolute and unconditional and shall not are to be affected by any circumstance whatsoever, including any amendment, renewal issued or extension of any Letter of Credit or the occurrence and continuance of a extended until such Default or reduction Event of Default has been cured or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments waived in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to the provisions of this Credit Agreement.

Commitment to Issue Letters of Credit. (i) Subject to the terms and conditions hereofhereof and the execution and delivery by the Borrower of a letter of credit application on the applicable Issuing Bank’s customary form (a “Letter of Credit Application”), and so long as no Stop Issuance Notice is in effect, each such Issuing Bank on behalf of the Lenders and in reliance upon the agreements agreement of the other Banks Lenders set forth in this Section 2.18 agrees 1.07(a)(iv) and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue Letters issue, extend and renew for the account of Credit the Borrower one or more standby or documentary letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time before by the Letter of Credit Termination Date applicable Borrower and agreed to by such Issuing Bank; provided, however, that, after giving effect to such Issuing Bank upon request, (A) the request sum of the Borrower; provided that immediately after each Letter of Credit is issued (x) the Total Outstanding aggregate Maximum Drawing Amount shall not exceed the aggregate amount of the Commitments, (y) the aggregate amount of the Letter of Credit Liabilities of and all Banks Unpaid Reimbursement Obligations shall not exceed $100,000,000 and 50,000,000 at any one time, (zB) the aggregate amount sum of the Letter of Credit Liabilities in Maximum Drawing Amount and Unpaid Reimbursement Obligations with respect of to Letters of Credit issued issued, extended or renewed by any the Alternate Issuing Bank shall not exceed such Issuing Bank’s Letter $5,000,000 at any one time and (C) the sum of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not Maximum Drawing Amount on all Banks pursuant to Section 2.01(b) and Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Loans outstanding shall not exceed the lesser of (D) the Total Commitment and (E) the Borrowing Base; provided, further, that, any Letters of Credit issued, extended or renewed hereunder shall be issued, extended or renewed only by the Primary Issuing Bank unless the Borrower requests shall have certified to the issuance Administrative Agent in the Letter of Credit Application that the intended beneficiary requires a Letter of Credit which expires later than issued by the Alternate Issuing Bank. The applicable Issuing Bank shall notify the Administrative Agent of the Maximum Drawing Amount and other terms of each proposed Letter of Credit Termination Date in effect at least two (2) Business Days prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignmentissuance thereof. Upon the date issuance of issuance by an Issuing Bank of a any Letter of Credit, such the applicable Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, promptly furnish a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears copy thereof to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this AgreementAdministrative Agent.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereofrequirements set forth below, and so long as no Stop Issuance Notice is in effectthe Borrower may use a portion of the RC Commitment, each which portion shall not exceed $10,000,000 (the “Letter of Credit Sublimit”), for the purpose of causing an Issuing Bank in reliance upon the agreements of the other Banks set forth in this Section 2.18 agrees to issue standby Letters of Credit from time to time before denominated in Dollars for the account of the Borrower and/or Subsidiary Guarantors; provided that (a) the Borrower executes and delivers, and if the Letter of Credit Termination Date applicable is for the account of a Subsidiary Guarantor, then such Subsidiary Guarantor also so executes and delivers as a co-applicant, a letter of credit application and reimbursement agreement in a form acceptable to such Issuing Bank upon and complies with any conditions to the issuance of such Letter of Credit (including the payment of any applicable fees) set forth therein; (b) such Issuing Bank approves the form of such Letter of Credit; (c) such Letter of Credit bears an expiration date not later than the earlier of (i) one year after the date of issuance and (ii) 30 days prior to the Maturity Date; provided that any Letter of Credit with a one-year tenor may provide for the automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (ii) above); (d) such Issuing Bank receives a request for issuance three Business Days prior to the date of issuance (unless such Issuing Bank, in its sole and absolute discretion, agrees to shorter notice in any instance) a copy of which shall concurrently be delivered to the Agent by the Borrower; provided that immediately after each (e) the purpose of such Letter of Credit is issued shall be acceptable to such Issuing Bank; (xf) the Total Outstanding Amount shall not exceed conditions set forth in Section 4.2 (Requirements for Each Loan/Letter of Credit) are fulfilled to the aggregate amount satisfaction of such Issuing Bank as of the Commitmentsdate of the issuance of such Letter of Credit and (g) no later than the date of issuance of any such Letter of Credit, (y) the aggregate Borrower shall have delivered to the Agent a certification as to the name of the Issuing Bank, the face amount of the Letter of Credit Liabilities of Credit, and a statement that all Banks shall not exceed $100,000,000 and (z) the aggregate amount of the conditions hereunder have been complied with. Notwithstanding anything in this ARTICLE 3, each Issuing Bank shall be under no obligation to issue any Letter of Credit Liabilities in respect of Letters of Credit issued by any if there is a Defaulting Lender, unless such Issuing Bank shall not exceed has entered into arrangements satisfactory to such Issuing Bank and to the Agent, with the Borrower or such Defaulting Lender to eliminate such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior risk with respect to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this AgreementDefaulting Lender.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereofhereof and the execution and delivery by the Borrower of a fully-completed and executed letter of credit application on the Issuing Bank's customary form (a "Letter of Credit Application"), and so long as no Stop Issuance Notice is in effect, each the Issuing Bank on behalf of the Banks and in reliance upon the agreements agreement of the other Banks set forth in this Section 2.18 agrees 4.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue Letters issue, extend and renew for the account of Credit the Borrower one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time before by the Letter of Credit Termination Date applicable Borrower and agreed to by the Issuing Bank; provided, however, that, after giving effect to such Issuing Bank upon request, (a) the request sum of the Borrower; provided that immediately after each Letter of Credit is issued aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $10,000,000 at any one time and (xb) the Total Outstanding Amount sum of (i) the Maximum Drawing Amount, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Revolving Credit Loans outstanding shall not exceed the aggregate amount of the Commitments, (y) the aggregate amount of the Letter of Credit Liabilities of all Banks shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance Total Commitment. Upon receipt of a Letter of Credit which expires later than Application, the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all shall notify the Agents of such request for the issuance, extension or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank renewal of a Letter of Credit, and the Agents shall confirm to the Issuing Bank that after giving effect to such request, the sum of the Maximum Drawing Amount of all Unpaid Reimbursement Obligations plus all outstanding Revolving Credit Loans does not exceed the Total Commitment. Notwithstanding the foregoing, the Issuing Bank shall be deemedhave no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, without further action unless in any such case the Borrower demonstrates to the satisfaction of the Issuing Bank that (x) such prior incurred Indebtedness was then fully- secured by any party hereto, a perfected and unavoidable security interest in collateral provided by the Borrower or such Subsidiary to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account of the Borrower or such Subsidiary and the related Letter reimbursement obligation with respect to such letter of Credit Liabilities credit was fully-secured by a perfected and unavoidable security interest in the proportion its respective Commitment bears collateral provided to the aggregate Commitmentsissuer of such letter of credit by the Borrower or such Subsidiary. Each The Issuing Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of issue any Letter of Credit if it is aware that one or the occurrence and continuance of a Default or reduction or termination more of the Commitmentsapplicable conditions precedent set forth in Section 11 are not then satisfied, or if it has received written notice from the Majority Lenders that one or more of the applicable conditions precedent set forth in Section 11 are not then satisfied (provided that the delivery and that each receipt of such payment written notice shall be made without any offsetnot limit, abatement, withholding affect or reduction whatsoever. Each Bank further acknowledges and agrees that its participation modify the Banks' obligations in each Letter respect of unpaid reimbursement obligations under Letters of Credit will be automatically adjusted issued prior to reflect the receipt of such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments notice, as specified in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreement4.1.4). 4.1.2.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereofhereof and the execution and delivery by GWI of a letter of credit application on the Issuing Lender’s customary form (a “Letter of Credit Application”), the Issuing Lender on behalf of the Applicable Lenders and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Banks Applicable Lenders set forth in this Section 2.18 agrees §5.1.4 and upon the representations and warranties of GWI contained herein, agrees, in its individual capacity, to issue Letters and extend for the account of Credit GWI (to support obligations of GWI, any other Borrower or any Subsidiaries of GWI; provided that unless the Aus Qualified Intercompany Loan is outstanding, no letter of credit shall be issued for the account of the Aus JV or its Subsidiaries) one or more standby or documentary letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time before by GWI and agreed to by the Issuing Lender; provided, however, that, after giving effect to such request, (i) the outstanding Letter of Credit Termination Date applicable Obligations to such Issuing Bank upon the request support obligations of the Borrower; provided that immediately after each Domestic Borrowers and Subsidiaries organized under the laws of any political subdivision of the United States do not exceed $30,000,000, (ii) the outstanding Letter of Credit is issued Obligations to support obligations of the European Borrowers and Subsidiaries organized or incorporated under the laws of the European Union or any other country in Europe do not exceed $15,000,000, (xiii) the outstanding Letter of Credit Obligations to support obligations of the Canadian Borrower and Subsidiaries organized under the laws of Canada or any province thereof do not exceed $15,000,000, (iv) the outstanding Letter of Credit Obligations to support obligations of the Australian Borrower and Subsidiaries organized under the laws of any state or territory of the Commonwealth of Australia or the federal laws of the Commonwealth of Australia do not exceed $15,000,000, (v) the outstanding Letter of Credit Obligations to support obligations of the UK Borrower and Subsidiaries organized or incorporated under the laws of England and Wales do not exceed $25,000,000, (vi) the total outstanding Letter of Credit Obligations do not exceed $45,000,000, and (vii) the Total Outstanding Amount Domestic Revolver Exposure shall not exceed the aggregate amount Aggregate Domestic Revolving Loan Commitments. Notwithstanding any other provisions of this Credit Agreement, the Commitments, (y) the aggregate amount of the Letter of Credit Liabilities of all Banks Issuing Lender shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of issue or extend a Letter of Credit which expires later than the Letter after it has received notice from any Lender or any Agent that a Default or Event of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank Default has occurred and stating that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of no Letters of Credit is absolute and unconditional and shall not are to be affected by any circumstance whatsoever, including any amendment, renewal issued or extension of any Letter of Credit or the occurrence and continuance of a extended until such Default or reduction Event of Default has been cured or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments waived in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to the provisions of this Credit Agreement.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereofhereof and the execution and delivery by the Borrower of a letter of credit application on the Agent's customary form (a "Letter of Credit Application"), the Agent on behalf of the Banks and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Banks set forth in this Section 2.18 agrees ss.5.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue Letters issue, extend and renew for the account of Credit the Borrower one or more standby letters of credit (individually, a "Letter of Credit"), denominated in Dollars or any Optional Currency in such form as may be requested from time to time before by the Letter of Credit Termination Date applicable Borrower and agreed to by the Agent; provided, however, that, after giving effect to such Issuing Bank upon request, (a) the request sum of the Borrower; provided that immediately after each Letter Dollar Equivalent of Credit is issued (x) the Total Outstanding Amount shall not exceed the aggregate amount of the Commitments, (y) the aggregate amount of the Letter of Credit Liabilities of Maximum Drawing Amount and all Banks Unpaid Reimbursement Obligations shall not exceed $100,000,000 at any one time and (zb) the aggregate sum of the Dollar Equivalent (i) of the Maximum Drawing Amount on all Letters of Credit, (ii) of all Unpaid Reimbursement Obligations, and (iii) of the amount of all Revolving Credit Loans outstanding shall not exceed the lesser of (A) the Total Commitment and (B) the Borrowing Base. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit Liabilities in respect to support or secure any Indebtedness of Letters the Borrower or any of Credit issued by any Issuing Bank shall not exceed its Subsidiaries to the extent that such Issuing Bank’s Letter of Credit Commitment without Indebtedness was incurred prior to the consent proposed issuance date of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, unless in any such Issuing Bank shall be deemed, without further action case the Borrower demonstrates to the satisfaction of the Agent that (x) such prior incurred Indebtedness were then fully secured by any party hereto, a prior perfected and unavoidable security interest in collateral provided by the Borrower or such Subsidiary to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness were then secured or supported by a letter of credit issued for the account of the Borrower or such Subsidiary and the related Letter reimbursement obligation with respect to such letter of Credit Liabilities credit was fully secured by a prior perfected and unavoidable security interest in the proportion its respective Commitment bears collateral provided to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect issuer of Letters such letter of Credit is absolute and unconditional and shall not be affected credit by any circumstance whatsoever, including any amendment, renewal the Borrower or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this AgreementSubsidiary.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof, and so long as no Stop Issuance Notice is in effect, each Issuing Bank Lender in reliance upon the agreements of the other Banks Lenders set forth in this Section 2.18 2.15 agrees to issue Letters of Credit from time to time before the Letter of Credit Termination Date applicable to such Issuing Bank upon the request of the BorrowerCompany; provided that (i) immediately after each Letter of Credit is issued (x) the Total Outstanding Amount Usage of all Lenders shall not exceed the aggregate amount of the Commitments, (y) the aggregate amount of the Letter of Credit Liabilities of all Banks Lenders shall not exceed $100,000,000 300,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities in with respect of to all Letters of Credit issued by any the Issuing Bank Lender of such Letters of Credit shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) $100,000,000 and (ii) the Borrower requests the issuance of a each such Letter of Credit shall only back performance of non-financial or commercial contracts or undertakings of the Company and its Subsidiaries of the type which expires later than the Letter qualify for a 50% conversion factor for purposes of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference risk-based capital adequacy regulations applicable to the Banks whose Commitments have been so extended. If the Borrower so requests (in order Lenders from time to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignmenttime. Upon the date of issuance by an Issuing Bank Lender of a Letter of Credit, such the Issuing Bank Lender shall be deemed, without further action by any party hereto, to have sold to each BankLender, and each Bank Lender shall be deemed, without further action by any party hereto, to have purchased from such the Issuing BankLender, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreement.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof, and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements of the other Banks set forth in this Section 2.18 agrees to issue Letters of Credit from time to time before the Letter of Credit Termination Date applicable to such Issuing Bank upon the request of the Borrower; provided that immediately after each Letter of Credit is issued (x) the Total Outstanding Amount shall not exceed the aggregate amount of the Commitments, (y) the aggregate amount of the Letter of Credit Liabilities of all Banks shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreement.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof, including, without limitation, satisfaction of the conditions set forth in § 9 and so long as no Stop Issuance Notice is in effect§ 10 hereof, each Issuing Bank and the execution and delivery by the Borrower of a letter of credit application on the Lender’s customary form (a “Letter of Credit Application”), the Lender, in reliance upon the agreements representations and warranties of the other Banks set forth in this Section 2.18 Borrower contained herein, agrees to issue issue, extend and renew for the account of the Borrower the XXX Letter of Credit and the Westwood Letter of Credit (collectively, the “Letters of Credit Credit” and each individually, a “Letter of Credit”), in such form as may be requested from time to time before by the Letter of Credit Termination Date applicable Borrower and agreed to such Issuing Bank upon by the request of Lender and the Borrower; provided that immediately provided, however, that, after each Letter of Credit is issued giving effect to such request, (xa) the Total Outstanding Amount shall not exceed sum of the aggregate amount of the Commitments, (y) the aggregate amount of the Letter of Credit Liabilities of Maximum Drawing Amount and all Banks Unpaid Reimbursement Obligations shall not exceed $100,000,000 and 4,450,534 at any one time, (zb) the aggregate amount Maximum Drawing Amount and all Unpaid Reimbursement Obligations of the XXX Letter of Credit Liabilities in respect shall not exceed $3,850,000 at any time; (c) the Maximum Drawing Amount and all Unpaid Reimbursement Obligations of the Westwood Letter of Credit shall not exceed $650,000 at any time and (d) the only Letters of Credit to be issued by any Issuing Bank and outstanding hereunder shall not exceed such Issuing Bank’s be the XXX Letter of Credit Commitment without and the consent Westwood Letter of such Issuing Bank; Credit. In addition, the parties hereto hereby acknowledge and provided further agree that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) Westwood Letter of Credit shall, on the Borrower requests the issuance of Closing Date, constitute a Letter of Credit which expires later than hereunder, notwithstanding the date of issuance thereof, the letter of credit application for such Westwood Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate considered a Letter of Credit having an available amount greater than an Issuing Bank’s Application hereunder, and such Westwood Letter of Credit Commitment or otherwise)shall, an Issuing Bank may assign all or a portion from and after the Closing Date, be governed by the terms of its this Credit Agreement. To the extent the Borrower would like any Letter of Credit Commitment extended or renewed upon its stated expiry date, the Borrower shall provide the Bank with prior written notice of its request for such an extension or renewal (which notice shall also set forth the extension or renewal date and the new expiry date (which shall not be more than 364 days from the then existing expiry date)) by a date which is not more than ninety (90) days prior to another Issuing Bank that agrees to accept such assignment. Upon the then scheduled expiry date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and not later than seventy five (75) days prior to the related then scheduled expiry date of such Letter of Credit. To the extent the Lender has not provided the Borrower with written notice of its intention to not extend or renew such Letter of Credit Liabilities in as requested by the proportion its respective Commitment bears Borrower within sixty (60) days of the then scheduled expiry date, the Lender shall be deemed to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation have consented to acquire participations pursuant to this paragraph in respect such extension or renewal of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any such Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the CommitmentsCredit, and that each such payment the provisions of §2.7 shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreementapplicable.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereofset forth herein and the execution and delivery by the Borrower of a letter of credit application on the applicable Fronting Bank’s customary form (a “Letter of Credit Application”), (i) each Fronting Bank on behalf of the Revolving Credit Banks and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Revolving Credit Banks set forth in this Section 2.18 agrees to issue Letters §3.1.4 and upon the representations and warranties of Credit the Borrower contained herein, agrees, in its individual capacity (x) from time to time before on any Business Day during the period from the Closing Date until the Maturity Date, to issue, extend and renew for the account of the Borrower (or, so long as the Borrower remains fully liable on the applicable Letter of Credit Termination Date applicable to Application, for the account of a Wholly-owned Subsidiary of the Borrower or a Partially-Owned Entity) one or more standby letters of credit denominated in Dollars or in one or more Alternative Currencies providing for the payment of cash (in Dollars or such Issuing Bank Alternative Currency, as applicable) upon the request honoring of the Borrower; provided that immediately after each a presentation thereunder (individually, a “Letter of Credit”), in such form as may be requested from time to time by the Borrower and reasonably agreed to by the applicable Fronting Bank, and to amend Letters of Credit is previously issued (x) the Total Outstanding Amount shall not exceed the aggregate amount of the Commitmentsby it, in accordance with §3.1.2, and (y) to honor drawings under the aggregate amount of the Letter of Credit Liabilities of all Banks shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bankit; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance Revolving Credit Banks severally agree to participate in such Letters of a Credit and any drawings thereunder; provided that, after giving effect to such Letter of Credit which expires later than Application (and upon issuance, amendment, extension, reinstatement or renewal of such Letter of Credit the Borrower shall be deemed to represent and warrant that), (1) the Outstanding Amount of all Revolving Credit Loans and Letter of Credit Obligations shall not at any time exceed the Total Revolving Credit Commitment, (2) the Revolving Credit Exposure of any Bank (exclusive of such Bank’s Bid Rate Loans) shall not at any time exceed such Bank’s Revolving Credit Commitment, and (3) the Outstanding Amount of all Letter of Credit Obligations shall not at any time exceed the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to Sublimit. It is acknowledged that the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Existing Letters of Credit is absolute and unconditional and shall not are to be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter treated as Letters of Credit or hereunder for all purposes, including, without limitation, with respect to the occurrence and continuance of a Default or reduction or termination Reimbursement Obligations of the CommitmentsBorrower under §3.2 and the funding obligations of the Revolving Credit Banks under §3.3. As this Agreement constitutes an entire amendment and restatement of the Existing Credit Agreement, it is acknowledged and agreed that each such payment no Fronting Bank shall, or shall be made without have any offsetobligation to, abatement, withholding or reduction whatsoever. Each Bank issue any further acknowledges and agrees that its participation in each Letter Letters of Credit will be automatically adjusted to reflect such Bank’s proportion of under the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Existing Credit Agreement.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereofhereof and the execution and delivery by the Borrower of a letter of credit application on the Agent's customary form (a "Letter of Credit Application"), the Agent on behalf of the Banks and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Banks set forth in this Section 2.18 agrees 5.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue issue, extend and renew Letters of Credit for the account of the Borrower in such form as may be requested from time to time before by the Borrower and agreed to by the Agent; provided, however, that, after giving effect to such request, at no time shall (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceed the Letter of Credit Termination Limit in effect at such time, and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, (iii) the amount of all Swing Line Loans outstanding, and (iv) the amount of all Revolving Credit Loans outstanding exceed the Total Revolving Credit Commitment. The parties hereto hereby acknowledge and agree that the IRB Letter of Credit shall on the Closing Date applicable be deemed to such Issuing Bank upon be, and shall become, a Letter of Credit outstanding hereunder for the request account of the Borrower; provided that immediately after each Letter of Credit is issued (x) the Total Outstanding Amount , and shall not exceed the aggregate amount be subject to all of the Commitments, (y) the aggregate amount provisions of the Letter of this Credit Liabilities of all Banks shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities in respect of Agreement relating to Letters of Credit issued by hereunder. Each of the Banks acknowledges that it has made arrangements with the other Banks satisfactory to it with respect to its pro rata share of any Issuing Bank shall not exceed such Issuing Bank’s portion of Letter of Credit Commitment without Fees relating to periods after the consent of such Issuing Bank; and provided further that if (i) Closing Date paid prior to the Termination Closing Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) by the Borrower requests in respect of the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a IRB Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreement.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereofhereof and the execution and delivery by the Borrowers of a letter of credit application on the applicable Issuing Bank's customary form (a "Letter of Credit Application"), and so long as no Stop Issuance Notice is in effect, each such Issuing Bank on behalf of the Lenders and in reliance upon the agreements agreement of the other Banks Lenders set forth in this Section 2.18 agrees 4.1.4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue Letters issue, extend and renew for the account of Credit the Co-Borrowers, the UK Borrower or, as the case may be, the Australian Borrower one or more standby or documentary letters of credit (individually, a "Letter of Credit"), denominated in Dollars or in an Optional Currency in such form as may be requested from time to time before by the applicable Borrower or, as the case may be, Borrowers and agreed to by the applicable Issuing Bank; provided, however, that, after giving effect to such request, (a) the sum of the Dollar Equivalent of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $75,000,000 (the "Letter of Credit Termination Date applicable to such Issuing Bank upon Sublimit") at any one time, (b) the request Dollar Equivalent of the Borrower; provided that immediately after each Letter Total Facility Usage shall not exceed the lesser of Credit is issued (i) the Total Commitment at such time or (ii) the Aggregate Borrowing Base as then in effect, (c) the sum of the Dollar Equivalent of (x) the Total Outstanding Amount shall not exceed the aggregate amount of the CommitmentsCo-Borrower Loans outstanding, plus (y) the aggregate amount of the Letter of Credit Liabilities of all Banks shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities LC Exposure in respect of Letters of Credit issued by any Issuing Bank for the account of the Co-Borrowers, plus (z) the Swingline Loans outstanding, shall not exceed such Issuing Bank’s Letter the lesser of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If Total Commitment at such time or (y) the Borrower so requests (Domestic Borrowing Base as then in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bankeffect, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter (d) the sum of Credit and the related Letter Dollar Equivalent of Credit Liabilities in (x) the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph LC Exposure in respect of Letters of Credit is absolute and unconditional and issued for the account of the UK Borrower and/or the Australian Borrower, plus (y) the outstanding UK Loans, plus (z) the outstanding Australian Loans shall not exceed the Foreign Sublimit. Each Issuing Bank shall provide the Administrative Agent, on a monthly basis, a report on the Maximum Drawing Amount of outstanding Letters of Credit. The Administrative Agent shall provide the Lenders, on a quarterly basis, a report on the Maximum Drawing Amount of outstanding Letters of Credit. Notwithstanding anything to the contrary contained in this Section 4, no Issuing Bank shall be affected by under any circumstance whatsoever, including any amendment, renewal or extension of obligation to issue any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreement.if:

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereofhereof and the execution and delivery by the Borrower of a letter of credit application on the Agent's customary form (a "Letter of Credit Application"), the Agent on behalf of the Banks and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Banks set forth in this Section 2.18 agrees sec.5.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue Letters issue, extend and renew for the account of Credit the Borrower one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time before by the Letter of Credit Termination Date applicable Borrower and agreed to by the Agent; PROVIDED, HOWEVER, that, after giving effect to such Issuing Bank upon request, (a) the request sum of the Borrower; provided that immediately after each Letter of Credit is issued aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $25,000,000 at any one time and (xb) the Total Outstanding sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Revolving Credit Loans outstanding shall not exceed the aggregate lesser of (A) the Total Commitment and (B) the Borrowing Base MINUS the outstanding Term Loan, PROVIDED FURTHER that in no event shall the sum of the outstanding amount of the Commitments, (y) Term Loan PLUS the aggregate outstanding amount of Revolving Credit Loans PLUS the Letter of Credit Liabilities of Maximum Drawing Amount and all Banks shall not Unpaid Reimbursement Obligations exceed $100,000,000 and (z) the aggregate amount Borrowing Base. Each of the Letter of Credit Liabilities in respect of "Letters of Credit" as defined in the Existing Credit issued by any Issuing Bank Agreement shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as automatically be deemed to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of be a Letter of Credit which expires later than issued under this Credit Agreement for the Letter account of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon on the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this AgreementClosing Date.

Commitment to Issue Letters of Credit. Subject Each LC Bank agrees, subject to the terms and conditions hereof, and so long as no Stop following receipt of an Issuance Notice is in effectRequest delivered pursuant to the terms hereof, each Issuing Bank in reliance upon the agreements of the other Banks set forth in this Section 2.18 agrees to issue Letters of Credit from time to time before the Letter of Credit Termination Date applicable to such Issuing Bank upon the request of the Borrower; Borrower for the account of the Borrower or any of its Subsidiaries on a sight basis from time to time on any Business Day during the period from the Effective Date until (i) in the case of an LC Bank that is not an Extending Lender, the Revolving-1 Advance Commitment Termination Date, or (ii) in the case of an LC Bank that is an Extending Lender, the Revolving-2 Advance Commitment Termination Date, provided that immediately after each such Letter of Credit is issued issued, (A) the amount of the Letter of Credit Liabilities shall not exceed the Available LC Amount, (B) the sum of (x) the Total Outstanding Amount aggregate principal amount of all Revolving Advances at such time plus (y) the aggregate principal amount of all Swingline Loans at such time plus (z) the aggregate amount of all Letter of Credit Liabilities at such time shall not exceed the aggregate amount of the Commitmentsall Revolving Lenders’ Revolving Advance Commitments at such time, and (yC) the aggregate amount unless otherwise agreed to by such LC Bank in its sole and absolute discretion, no LC Bank shall be required to issue Letters of the Credit if total Letter of Credit Liabilities of all Banks shall not exceed issued by such LC Bank and then outstanding exceeds $100,000,000 and (z) the aggregate amount of the 150,000,000. Each Letter of Credit Liabilities in respect of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference issued in an amount equal to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount or greater than an Issuing Bank’s Letter of Credit Commitment $100,000 or otherwise), an Issuing such smaller amount as the relevant LC Bank may assign all or agree in a portion of particular instance in its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignmentsole discretion. Upon the date of issuance by an Issuing LC Bank of a Letter of Credit, such Issuing the LC Bank shall be deemed, without further action by any party hereto, to have sold to each BankRevolving Lender, and each Bank Revolving Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing the LC Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion to its respective Commitment bears Revolving Percentage. The Borrower shall pay to the aggregate CommitmentsLC Bank issuance fees and other customary fees in the amounts and at the times as agreed between the Borrower and the LC Bank. Each Unless otherwise expressly agreed by the LC Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters the Borrower when a Letter of Credit is absolute issued, the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each Letter of Credit. In the event of any conflict between the terms hereof and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension the terms of any Letter of Credit or Issuance Request, the occurrence terms hereof shall control. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the LC Bank hereunder for any and continuance all drawings under such Letter of a Default or reduction or termination Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the CommitmentsBorrower, and that each the Borrower’s business derives substantial benefits from the businesses of such payment Subsidiaries. All Existing Letters of Credit shall be made without any offsetdeemed to have been issued pursuant hereto, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will from and after the Initial Borrowing Date shall be automatically adjusted subject to reflect such Bank’s proportion of and governed by the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreementterms and conditions hereof.

Commitment to Issue Letters of Credit. Subject Each LC Bank agrees, subject to the terms and conditions hereof, and so long as no Stop following receipt of an Issuance Notice is in effectRequest delivered pursuant to the terms hereof, each Issuing Bank in reliance upon the agreements of the other Banks set forth in this Section 2.18 agrees to issue Letters of Credit from time to time before the Letter of Credit Termination Date applicable to such Issuing Bank upon the request of the Borrower; Borrower for the account of the Borrower or any of its Subsidiaries on a sight basis from time to time on any Business Day during the period from the Effective Date until the Revolving Advance Commitment Termination Date, provided that immediately after each such Letter of Credit is issued (x) the Total Outstanding Amount shall not exceed the aggregate amount of the Commitmentsissued, (y) the aggregate amount of the Letter of Credit Liabilities of all Banks shall not exceed $100,000,000 and (z) the aggregate amount of the Available LC Amount. Each Letter of Credit Liabilities in respect of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference issued in an amount equal to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount or greater than an Issuing Bank’s Letter of Credit Commitment $100,000 or otherwise), an Issuing such smaller amount as the relevant LC Bank may assign all or agree in a portion of particular instance in its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignmentsole discretion. Upon the date of issuance by an Issuing LC Bank of a Letter of Credit, such Issuing the LC Bank shall be deemed, without further action by any party hereto, to have sold to each BankRevolving Lender, and each Bank Revolving Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing the LC Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion to its respective Commitment bears Percentage. The Borrower shall pay to the aggregate CommitmentsLC Bank issuance fees and other customary fees in the amounts and at the times as agreed between the Borrower and the LC Bank. Each Unless otherwise expressly agreed by the LC Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters the Borrower when a Letter of Credit is absolute issued, the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each Letter of Credit. In the event of any conflict between the terms hereof and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension the terms of any Letter of Credit or Issuance Request, the occurrence terms hereof shall control. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the LC Bank hereunder for any and continuance all drawings under such Letter of a Default or reduction or termination Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the CommitmentsBorrower, and that each the Borrower’s business derives substantial benefits from the businesses of such payment Subsidiaries. All Existing Letters of Credit shall be made without any offsetdeemed to have been issued pursuant hereto, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will from and after the Initial Borrowing Date shall be automatically adjusted subject to reflect such Bank’s proportion of and governed by the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreementterms and conditions hereof.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof, and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements of the other Banks set forth in this Section 2.18 The Issuer agrees to issue Letters under the several responsibilities of Credit the Banks in accordance with their respective Percentages, from time to time before after the Effective Date and until the date that is thirty (30) days prior to the Commitment Termination Date, one or more standby letters of credit (herein collectively called the "Letters of Credit" and individually called a "Letter of Credit") for the account of the Borrower and in the name of the Borrower or any Restricted Subsidiary, and for the general corporate purposes of the Borrower. Each Letter of Credit Termination Date applicable shall be denominated in U.S. Dollars, shall be payable only upon presentation of sight drafts or other forms of demand together with any other documents which may be required to be presented at the time of any drawing thereunder (the exact wording of any such Issuing Bank documents, if any, having been specified in, or attached as a copy to, the relevant Letter of Credit Request), and shall be otherwise substantially upon such terms as the request Borrower may specify in a Letter of Credit Request delivered to the Issuer at least three (3) Business Days (or such shorter period as may be agreed among the Issuer, the Administrative Agent and the Borrower) before the proposed date of issuance thereof. Each Letter of Credit must be in form and substance satisfactory to the Issuer and shall have a fixed expiration date occurring not later than one (1) year after the date of the Borrower; issuance thereof, provided that immediately after each Letter of Credit is issued (x) may contain provisions to extend the Total Outstanding Amount expiry thereof automatically for one or more successive periods of not more than one year; provided, however, that in no event shall not exceed the aggregate amount of the Commitments, (y) the aggregate amount of the any Letter of Credit Liabilities provide for an expiry later than ten (10) days prior to the Commitment Termination Date. It is understood by the parties hereto that for all purposes of all Banks shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that this Agreement, each renewal, if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance applicable, of a Letter of Credit which expires later than shall be considered an issuance thereof and the Borrower shall be required to comply with all the provisions of this Agreement with respect to any such renewal to the same extent as if a new Letter of Credit Termination Date was being issued on such renewal date. Upon fulfillment of the applicable conditions set forth in effect prior Article V with respect to such extensionLetter of Credit and subject to the terms hereof, then compliance with clause (x) above the Issuer shall be determined solely with reference issue such Letter of Credit promptly to the requested beneficiary and give to the Banks whose Commitments have been so extended. If the Borrower so requests prompt written notice (in order reasonable detail) of such issuance. Promptly after the issuance of or amendment to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, the Issuer shall notify the Administrative Agent and the Borrower, in writing, of such Issuing Bank issuance or amendment, and such notice shall be deemedaccompanied by a copy of such issuance or amendment. Upon receipt of such notice, without further action by any party heretothe Administrative Agent shall notify the Banks in writing of such issuance or amendment and, to have sold to each upon receipt of written request from a Bank, and each shall provide such Bank shall be deemed, without further action by any party hereto, to have purchased from with copies of such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any issuance or amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreement.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof, hereof and so long as no Stop Issuance Notice is in effect, each the execution and delivery by the Borrowers of a letter of credit application on the Issuing Bank's customary form (a "Letter of Credit Application") the Issuing Bank in reliance upon the agreements agreement of the other Banks set forth in this Section 2.18 3.1.4 and upon the representations and warranties of the Borrowers contained herein, agrees to issue Letters issue, extend and renew for the account of Credit the Borrowers from time to time before from the Closing Date to the date which is fourteen (14) Business Days prior to the Maturity Date one or more standby letters of credit (each, individually, a "Letter of Credit"); provided, that, if requested by the Borrowers at least ten (10) days prior to the Maturity Date, the Issuing Bank shall issue, in connection with the GECC Operating Lease Financing, up to three (3) Letters of Credit, with final expiry dates not more than twelve (12) months beyond the Maturity Date, in an aggregate amount not greater than $2,000,000; provided, that, ten (10) days prior to the Maturity Date, the Borrowers shall Cash Collateralize such Letters of Credit in an amount not less than 105% of the Maximum Drawing Amount of such Letters of Credit plus any additional amounts owing under such Letters of Credit or provide to the Administrative Agent, on behalf of the Issuing Bank and the Lenders, a back-up letter of credit, on terms and from an issuer satisfactory to the Administrative Agent and the Issuing Bank, in an amount not less than 105% of the Maximum Drawing Amount of such Letters of. Credit Rims any additional amounts owing under such Letters of Credit. Each Letter of Credit Termination Date applicable shall be in such form as may be requested from time to time by the Borrowers and agreed to by the Issuing Bank; provided, that, after giving effect to such Issuing Bank upon request, (a) the request sum of the Borrower; provided that immediately after each Letter of Credit is issued aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed Twenty Million Dollars (x$20,000,000) at any one time, (b) the Total sum of (i) the Maximum Drawing Amount, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Loans Outstanding Amount shall not exceed the aggregate Total Commitment or, if less the amount of to which the Commitments, Borrowers' secured Obligations are limited as set forth in the proviso contained in Section 6 hereof and (yc) the aggregate amount of the Letter of Credit Liabilities of all Banks shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities Borrowers are in respect of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (covenant contained in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreement10.4 hereof."

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereofhereof and the execution and delivery by GWI of a letter of credit application on the Issuing Lender’s customary form (a “Letter of Credit Application”), the Issuing Lender on behalf of the Applicable Lenders and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Banks Applicable Lenders set forth in this Section 2.18 agrees §5.1.4 and upon the representations and warranties of GWI contained herein, agrees, in its individual capacity, to issue Letters and extend for the account of Credit GWI (to support obligations of GWI, any other Borrower or any Subsidiaries of GWI) one or more standby or documentary letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time before by GWI and agreed to by the Issuing Lender; provided, however, that, after giving effect to such request, (i) the outstanding Letter of Credit Termination Date applicable Obligations to such Issuing Bank upon the request support obligations of the Borrower; provided that immediately after each Domestic Borrowers and Subsidiaries organized under the laws of any political subdivision of the United States do not exceed $30,000,000, (ii) the outstanding Letter of Credit is issued Obligations to support obligations of the European Borrower and Subsidiaries organized or incorporated under the laws of the European Union or any other country in Europe do not exceed $15,000,000, (xiii) the outstanding Letter of Credit Obligations to support obligations of the Canadian Borrower and Subsidiaries organized under the laws of Canada or any province thereof do not exceed $15,000,000, (iv) the outstanding Letter of Credit Obligations to support obligations of the Australian Borrower and Subsidiaries organized under the laws of any state or territory of the Commonwealth of Australia or the federal laws of the Commonwealth of Australia do not exceed $15,000,000, (v) the outstanding Letter of Credit Obligations to support obligations of the UK Borrower and Subsidiaries organized or incorporated under the laws of England and Wales do not exceed $25,000,000, (vi) the total outstanding Letter of Credit Obligations do not exceed $45,000,000, and (vii) the Total Outstanding Amount Domestic Revolver Exposure shall not exceed the aggregate amount Aggregate Domestic Revolving Loan Commitments. Notwithstanding any other provisions of this Credit Agreement, the Commitments, (y) the aggregate amount of the Letter of Credit Liabilities of all Banks Issuing Lender shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of issue or extend a Letter of Credit which expires later than the Letter after it has received notice from any Lender or any Agent that a Default or Event of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank Default has occurred and stating that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of no Letters of Credit is absolute and unconditional and shall not are to be affected by any circumstance whatsoever, including any amendment, renewal issued or extension of any Letter of Credit or the occurrence and continuance of a extended until such Default or reduction Event of Default has been cured or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments waived in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to the provisions of this Credit Agreement.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereofrequirements set forth below, and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements Borrower may use a portion of the other Banks set forth in this Section 2.18 agrees to issue Letters of Credit from time to time before the Letter of Credit Termination Date applicable to such Issuing Bank upon the request of the Borrower; provided that immediately after each Letter of Credit is issued (x) the Total Outstanding Amount Commitment, which portion shall not exceed the aggregate amount sum of Fifteen Million Dollars ($15,000,000) (the Commitments, (y) the aggregate amount of the “Letter of Credit Liabilities Sublimit”) for the purpose of all Banks shall not exceed $100,000,000 and causing the Issuing Bank to issue standby Letters of Credit for the account of the Borrower or any of its U.S. Subsidiaries; provided, that (za) the aggregate amount Borrower or the applicable Subsidiary executes and delivers a letter of credit application and reimbursement agreement in a form acceptable to the Issuing Bank and complies with any conditions to the issuance of such Letter of Credit Liabilities in respect (including the payment of any applicable fees) set forth therein; (b) the Issuing Bank approves the form of such Letter of Credit; (c) except for evergreen Letters of Credit issued approved by any the Issuing Bank shall it is sole discretion, but which will not exceed be extended for a period past the Maturity Date, such Issuing Bank’s Letter of Credit Commitment without bears an expiration date not later than the consent earlier of (i) one year after the date of issuance and (ii) 30 days prior to the Maturity Date; (d) the Issuing Bank receives a request for issuance three (3) Business Days prior to the date of issuance (unless the Issuing Bank, in its sole and absolute discretion, agrees to shorter notice in any instance); (e) the purpose of such Letter of Credit shall be acceptable to the Issuing Bank; and provided further that if (if) the Termination Date has been extended conditions set forth in Section 4.2 (Requirements for Each Loan/Letter of Credit) are fulfilled to the satisfaction of the Issuing Bank as to some but not all Banks pursuant to Section 2.01(b) and (ii) of the Borrower requests date of the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit. Notwithstanding anything in this Article 3, such the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its under no obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of issue any Letter of Credit if there is a Defaulting Lender, unless the Issuing Bank has entered into arrangements satisfactory to the Issuing Bank with the Borrower or such Lender to eliminate the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Issuing Bank’s proportion of the Commitments at each time risk with respect to such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this AgreementDefaulting Lender.

Commitment to Issue Letters of Credit. v) Subject to the terms and conditions hereof, upon the execution and so long as no Stop Issuance Notice is in effectdelivery by any Borrower of a letter of credit application on the L/C Issuer’s customary form (a “Letter of Credit Application”), each Issuing Bank the L/C Issuer on behalf of the Revolving Credit Lenders and in reliance upon the agreements agreement of the other Banks Revolving Credit Lenders set forth in this Section 2.18 agrees §4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue Letters issue, extend and renew for the account of Credit CAI, CAI Barbados or any of CAI’s other Subsidiaries one or more standby letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time before by the applicable Borrower (who, in the case of Letters of Credit to be issued for the account of a Subsidiary of CAI (other than CAI Barbados) shall be CAI), and agreed to by the L/C Issuer; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Termination Date applicable to such Issuing Bank upon Sublimit at any time, (ii) the request sum of the Borrower; provided that immediately after each Letter outstanding principal amount of the Revolving Credit is issued Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus the outstanding amount of Swing Line Loans shall not exceed the lesser of (x) the Total Outstanding Amount shall not exceed the aggregate amount of the Commitments, Commitment at such time and (y) the aggregate Borrowing Base at such time and (iii) the sum of the outstanding amount of the Letter of CAI Revolving Credit Liabilities of Loans, plus the Maximum Drawing Amount and all Banks shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAI, plus the outstanding amount of Swing Line Loans made to CAI shall not at any time exceed the lesser of (A) the Total Commitment at such time and (B) the Domestic Borrowing Base at such time. Each request by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests for the issuance or amendment of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely deemed to be a representation by the Borrowers that the issuance or amendment so requested complies with reference the conditions set forth in the proviso to the Banks whose Commitments have been so extendedpreceding sentence. If Within the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bankforegoing limits, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears subject to the aggregate Commitments. Each Bank acknowledges terms and agrees that its obligation conditions hereof, any Borrower’s ability to acquire participations pursuant to this paragraph in respect of obtain Letters of Credit is absolute shall be fully revolving, and unconditional and shall not be affected by accordingly any circumstance whatsoeverBorrower may, including any amendmentduring the foregoing period, renewal or extension of any Letter obtain Letters of Credit to replace Letters of Credit issued for the account of such Borrower or the occurrence such Subsidiary that have expired or that have been drawn upon and continuance reimbursed. All Existing Letters of a Default or reduction or termination of the CommitmentsCredit shall be deemed to have been issued pursuant hereto, and that each such payment from and after the Closing Date shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges subject to and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of governed by the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreementterms and conditions hereof.

Commitment to Issue Letters of Credit. Subject to the terms and ------------------------------------- conditions hereofhereof and the execution and delivery by any Borrower of a letter of credit application on the Issuing Bank's customary form (a "Letter of Credit Application"), the Administrative Agent on behalf of the ------ -- ------ ----------- Lenders and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Banks Lenders set forth in this Section 2.18 4.1.4 and upon the representations and warranties of the Borrowers contained herein, agrees to issue Letters (i) cause the Issuing Bank to issue, extend and renew for the account of Credit the Borrowers and/or their Subsidiaries one or more standby or documentary letters of credit (individually, a "Letter of ------ -- Credit"), in such form as may be requested from time to time before by any ------ Borrower and agreed to by the Administrative Agent and the Issuing Bank and (ii) execute a Letter of Credit Termination Date applicable Guaranty to support the reimbursement obligations of the Borrowers with respect to the Letters of Credit; provided, however, that, after giving effect to such Issuing Bank upon request, (a) the request sum -------- ------- of the Borrower; provided that immediately after each Letter of Credit is issued aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $30,000,000 at any one time and (xb) the Total Outstanding sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Revolving Credit Loans outstanding shall not exceed the aggregate amount lesser of the Commitments, (yA) the aggregate amount of Total Commitment at such time and (B) the Borrowing Base at such time. Any amounts paid by the Issuing Bank under any Letter of Credit Liabilities of all Banks shall not exceed $100,000,000 and (z) any amounts paid by the aggregate amount of the Administrative Agent under any Letter of Credit Liabilities Guaranty shall be treated as Revolving Credit Loans, shall be secured by all of the Collateral and shall bear interest and be payable at the same rate and in respect of Letters of the same manner as Revolving Credit issued by any Loans. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to cause the Issuing Bank shall not exceed such Issuing Bank’s to issue any Letter of Credit Commitment without to support or secure any Indebtedness of the consent Borrowers or any of their Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, unless in any such Issuing Bank shall be deemed, without further action case the Borrowers demonstrate to the satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness were then fully secured by a prior perfected and unvoidable security interest in collateral provided by any party hereto, Borrower or any Subsidiary to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness were then secured or supported by a letter of credit issued for the account of any such Borrower or any such Subsidiary and the related Letter reimbursement obligation with respect to such letter of Credit Liabilities credit was fully secured by a prior perfected and unavoidable security interest in the proportion its respective Commitment bears collateral provided to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect issuer of Letters such letter of Credit is absolute and unconditional and shall not be affected credit by any circumstance whatsoever, including such Borrower or any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this AgreementSubsidiary.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereofhereof and the execution and delivery by the Borrower of a letter of credit application on the applicable Fronting Bank’s customary form as part of a Completed Committed Loan Request (a “Letter of Credit Application”), such Fronting Bank on behalf of the Lenders and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Banks Lenders set forth in this Section 2.18 agrees §3.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue Letters issue, extend and renew for the account of Credit the Borrower one or more standby or documentary letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time before by the Letter Borrower and reasonably agreed to by such Fronting Bank; provided, however, that, after giving effect to such Completed Committed Loan Request, (a) unless such Fronting Bank otherwise consents, the Maximum Drawing Amount of all Letters of Credit Termination Date applicable to issued by such Issuing Fronting Bank upon the request of the Borrower; provided that immediately after each Letter of Credit is issued (x) the Total Outstanding Amount shall not exceed the aggregate amount of the Commitmentsits L/C Commitment, (yb) the aggregate amount Maximum Drawing Amount of the Letter all Letters of Credit Liabilities of all Banks shall not exceed $100,000,000 at any one time and (zc) the aggregate amount sum of the Letter of Credit Liabilities in respect of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not Maximum Drawing Amount on all Banks pursuant to Section 2.01(b) Letters of Credit and (ii) the Borrower requests amount of all Revolving Credit Loans and Competitive Bid Loans outstanding shall not exceed the issuance Total Revolving Credit Commitment in effect at such time; provided that the Maximum Drawing Amount of a Letter all Letters of Credit which expires later than shall not exceed $60,000,000 at any one time unless and until the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference Borrower delivers evidence satisfactory to the Banks whose Commitments have been so extended. If Administrative Agent that the Borrower so requests (in order to accommodate a Letter board of Credit having directors of MCRC has authorized an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation increase in such Letter of Credit and sublimit to $100,000,000. The applicable Fronting Bank shall give the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination Administrative Agent prompt notice of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in issuance of each Letter of Credit, and the Administrative Agent shall forward such notice to Revolving Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments Lenders in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreement§14.12.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon the execution and so long as no Stop Issuance Notice is in effectdelivery by any Borrower of a letter of credit application on the L/C Issuer’s customary form (a “Letter of Credit Application”), each Issuing Bank the L/C Issuer on behalf of the Revolving Credit Lenders and in reliance upon the agreements agreement of the other Banks Revolving Credit Lenders set forth in this Section 2.18 agrees §4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue Letters issue, extend and renew for the account of Credit CAI, CAL or any of CAI’s other Subsidiaries one or more standby letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time before by the applicable Borrower (who, in the case of Letters of Credit to be issued for the account of a Subsidiary of CAI (other than CAL) shall be CAI), and agreed to by the L/C Issuer; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Termination Date applicable to such Issuing Bank upon Sublimit at any time, and (ii) the request sum of the Borrower; provided that immediately after each Letter outstanding principal amount of the Revolving Credit is issued Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus the outstanding amount of Swing Line Loans shall not exceed the lesser of (x) the Total Outstanding Amount shall not exceed the aggregate amount of the Commitments, Commitment at such time and (y) the aggregate amount of the Letter of Credit Liabilities of all Banks shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued Borrowing Base at such time. Each request by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests for the issuance or amendment of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely deemed to be a representation by the Borrowers that the issuance or amendment so requested complies with reference the conditions set forth in the proviso to the Banks whose Commitments have been so extendedpreceding sentence. If Within the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bankforegoing limits, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears subject to the aggregate Commitments. Each Bank acknowledges terms and agrees that its obligation conditions hereof, any Borrower’s ability to acquire participations pursuant to this paragraph in respect of obtain Letters of Credit is absolute shall be fully revolving, and unconditional and shall not be affected by accordingly any circumstance whatsoeverBorrower may, including any amendmentduring the foregoing period, renewal or extension of any Letter obtain Letters of Credit to replace Letters of Credit issued for the account of such Borrower or the occurrence such Subsidiary that have expired or that have been drawn upon and continuance reimbursed. All Existing Letters of a Default or reduction or termination of the CommitmentsCredit shall be deemed to have been issued pursuant hereto, and that each such payment from and after the Closing Date shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges subject to and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of governed by the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreementterms and conditions hereof.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereofhereof and the execution and delivery by the Borrowers of a letter of credit application on the Administrative Agent's customary form (a "Letter of Credit Application"), the Administrative Agent on behalf of the Revolving Credit Lenders and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Banks Revolving Credit Lenders set forth in this Section 2.18 agrees ss.4.1.4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue issue, extend and renew for the account of the Borrowers one or more standby letters of credit (including, in the case of L/C Supported IRBs, so-called direct pay letters of credit, "IRB Letters of Credit Credit") (collectively, the "Letters of Credit"), in such form as may be requested from time to time before by the Letter of Credit Termination Date applicable Borrowers and agreed to by the Administrative Agent; provided, however, that, after giving effect to such Issuing Bank upon request, (a) the request sum of the Borrower; provided that immediately after each Letter of Credit is issued aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $80,000,000 at any one time, and (xb) the Total Outstanding sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, (iii) the amount of all Revolving Credit Loans outstanding and (iv) the amount of all outstanding Swing Line Loans shall not exceed the aggregate amount Total Revolving Credit Commitment at such time. The letters of credit listed on Schedule 4.1.1 issued by the Commitments, (y) issuing bank under the aggregate amount of the Letter of Prior Credit Liabilities of all Banks Agreement shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities in respect of be Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of under this Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Agreement. This Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above Agreement shall be determined solely with reference the "Reimbursement Agreement" referred to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this AgreementL/C Supported IRBs.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereofhereof and the execution and delivery by the Borrower of a letter of credit application on the Issuing Lender's customary form (a "LETTER OF CREDIT APPLICATION"), the Issuing Lender on behalf of the Lenders and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Banks Lenders set forth in this Section 2.18 agrees 4.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue Letters issue, extend, amend and renew for the account of Credit the Borrower one or more standby or documentary letters of credit (individually, a "LETTER OF CREDIT"), in such form as may be requested from time to time before by the Letter of Credit Termination Date applicable Borrower and agreed to by the Issuing Lender; PROVIDED, HOWEVER, that, after giving effect to such Issuing Bank upon request, (a) the request sum of the Borrower; provided that immediately after each Letter of Credit is issued aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $125,000,000 at any one time and (xb) the Total Outstanding sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Loans outstanding shall not exceed the aggregate amount Total Commitment at such time; and PROVIDED, FURTHER, that the sum of the Commitments, (y) the aggregate amount of the Letter Maximum Drawing Amount and all Unpaid Reimbursement Obligations with respect to standby Letters of Credit Liabilities of all Banks shall not exceed $100,000,000 and (z) the aggregate amount 10,000,000 at any one time. As of the Letter Closing Date, the Fleet Letters of Credit Liabilities in respect of shall be deemed to be Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter pursuant and subject to the conditions of Credit Commitment without the consent of such Issuing Bank; this Section 4 and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests hereby affirms its obligations thereunder. For purposes of determining the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension Maximum Drawing Amount of any Letter of Credit or issued by the occurrence and continuance of Issuing Lender in a Default or reduction or termination currency other than Dollars at any time, such Maximum Drawing Amount shall be equal to the Dollar equivalent of the Commitments, face amount at such time and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges determined at the time of issuance and agrees that its participation in at the end of each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreementcalendar quarter.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereofhereof and the execution and delivery by the Borrowers of a letter of credit application on the applicable Issuing Bank's customary form (a "Letter of Credit Application"), and so long as no Stop Issuance Notice is in effect, each such Issuing Bank on behalf of the Revolving Lenders and in reliance upon the agreements agreement of the other Banks Revolving Lenders set forth in this Section 2.18 agrees 4.1.4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue Letters issue, extend and renew for the account of Credit the Co-Borrowers, any European Borrower or, as the case may be, the Australian Borrower one or more standby or documentary letters of credit (individually, a "Letter of Credit"), denominated in Dollars or in an Optional Currency in such form as may be requested from time to time before by the applicable Borrower or, as the case may be, Borrowers and agreed to by the applicable Issuing Bank; provided, however, that, after giving effect to such request, (a) the sum of the Dollar Equivalent of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $75,000,000 (the "Letter of Credit Termination Date applicable to such Issuing Bank upon Sublimit") at any one time, (b) the request Dollar Equivalent of the Borrower; provided that immediately after each Letter Total Revolving Facility Usage shall not exceed the lesser of Credit is issued (i) the Total Commitment at such time or (ii) the Aggregate Borrowing Base as then in effect, (c) the sum of the Dollar Equivalent of (x) the Total Outstanding Amount shall not exceed the aggregate amount of the CommitmentsCo-Borrower Revolving Loans outstanding, plus (y) the aggregate amount of the Letter of Credit Liabilities of all Banks shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities LC Exposure in respect of Letters of Credit issued by any Issuing Bank for the account of the Co-Borrowers, plus (z) the Swingline Loans outstanding, shall not exceed such Issuing Bank’s Letter the lesser of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If Total Commitment at such time or (y) the Borrower so requests (Domestic Borrowing Base as then in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bankeffect, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter (d) the sum of Credit and the related Letter Dollar Equivalent of Credit Liabilities in (x) the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph LC Exposure in respect of Letters of Credit is absolute issued for the account of any European Borrower and/or the Australian Borrower, plus (y) the outstanding UK Loans and unconditional and Irish Loans, plus (z) the outstanding Australian Loans shall not exceed the Foreign Sublimit. Each Issuing Bank shall provide the Administrative Agent, on a monthly basis, a report on the Maximum Drawing Amount of outstanding Letters of Credit. The Administrative Agent shall provide the Lenders, on a quarterly basis, a report on the Maximum Drawing Amount of outstanding Letters of Credit. Notwithstanding anything to the contrary contained in this Section 4, no Issuing Bank shall be affected by under any circumstance whatsoever, including any amendment, renewal or extension of obligation to issue any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreement.if:

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereofhereof and the execution and delivery by the Applicable Borrower of a letter of credit application on the Issuing Lender’s customary form (a “Letter of Credit Application”), the Issuing Lender on behalf of the Applicable Lenders and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Banks Applicable Lenders set forth in this Section 2.18 agrees §5.1.4 and upon the representations and warranties of the Applicable Borrower contained herein, agrees, in its individual capacity, to issue Letters and extend for the account of Credit the Applicable Borrower (to support obligations of the Applicable Borrower or its Subsidiaries) one or more standby or documentary letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time before by the Applicable Borrower and agreed to by the Issuing Lender; provided, however, that, after giving effect to such request, (i) the outstanding Letter of Credit Termination Date applicable to such Issuing Bank upon the request Obligations in respect of the Borrower; provided that immediately after each U.S. Borrower do not exceed $30,000,000, (ii) the outstanding Letter of Credit is issued Obligations in respect of the European Borrower do not exceed $15,000,000, (xiii) the outstanding Letter of Credit Obligations in respect of the Canadian Borrower do not exceed $15,000,000, (iv) the outstanding Letter of Credit Obligations in respect of the Australian Borrower do not exceed $15,000,000, (v) the total outstanding Letter of Credit Obligations do not exceed $45,000,000 (the “Letter of Credit Sublimit”); (vi) the Total Outstanding Amount Domestic Revolver Exposure shall not exceed the aggregate amount of the Aggregate Domestic Revolving Loan Commitments, (yvii) the aggregate amount of the Letter of Credit Liabilities of all Banks Total European Exposure shall not exceed $100,000,000 and the Aggregate European Commitments, (zviii) the aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued by any Issuing Bank Total Canadian Revolver Exposure shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; Aggregate Canadian Revolving Loan Commitments and provided further that if (iix) the Termination Date has been extended as to some but Total Australian Exposure shall not all Banks pursuant to Section 2.01(b) and (ii) exceed the Borrower requests Aggregate Australian Commitments. Notwithstanding any other provisions of this Credit Agreement, the issuance of Issuing Lender shall not issue or extend a Letter of Credit which expires later than the Letter after it has received notice from any Lender or any Agent that a Default or Event of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank Default has occurred and stating that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of no Letters of Credit is absolute and unconditional and shall not are to be affected by any circumstance whatsoever, including any amendment, renewal issued or extension of any Letter of Credit or the occurrence and continuance of a extended until such Default or reduction Event of Default has been cured or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments waived in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to the provisions of this Credit Agreement.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereofof this Agreement, and so long as no Stop Issuance Notice is in effectincluding, each Issuing Bank in reliance upon the agreements of the other Banks set forth in this without limitation, Section 2.18 agrees to issue Letters of Credit 3.2, Lenders (acting through any Lender or Lenders designated by Borrower from time to time before time, as issuer) agree to issue, at such times as Borrower may request from the Letter Closing Date to the Loan Maturity Date, commercial and standby letters of Credit Termination Date applicable to such Issuing Bank upon credit for the request account of the Borrowerany Daisytek Corporation; provided provided, however, that immediately after each Letter of Credit is issued (x) the Total Outstanding Amount shall not exceed the aggregate amount of the Commitments, (ya) the aggregate amount of the Letter Letters of Credit Liabilities of all Banks issued by Lenders at any one time outstanding shall not exceed $100,000,000 2,000,000, and (zb) the aggregate amount of the Letters of Credit, plus the principal amount of the Loan, at any one time outstanding, shall not exceed the lesser of (x) the Borrowing Base and (y) the Loan Commitment. If a Letter of Credit Liabilities hereunder is issued other than by TCB, then the issuing Lender shall promptly (and in respect any event within one Business Day) notify Agent thereof and include with such notice Borrower's application for such Letter of Credit, a photocopy of the issued Letter of Credit and a statement signed by such issuing Lender acknowledging that such Letter of Credit was issued hereunder. The obligation of Lenders (acting through any Lender or Lenders designated by Borrower from time to time, as issuer) to issue Letters of Credit hereunder shall expire at Agent's close of business in Dallas, Texas on the Loan Maturity Date. Each Letter of Credit, as the same may be amended or extended from time to time, shall expire no later than the Loan Maturity Date. All Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above hereunder shall be determined solely with reference to in the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment issuing Lender's standard form or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit other form as is mutually agreed upon by Borrower and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this AgreementLenders.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon the execution and so long as no Stop Issuance Notice is in effectdelivery by any Borrower of a letter of credit application on the L/C Issuer’s customary form (a “Letter of Credit Application”), each Issuing Bank the L/C Issuer on behalf of the Revolving Credit Lenders and in reliance upon the agreements agreement of the other Banks Revolving Credit Lenders set forth in this Section 2.18 agrees §4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue Letters issue, extend and renew for the account of Credit CAI, CAL or any of CAI’s other Subsidiaries one or more standby letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time before by the applicable Borrower (who, in the case of Letters of Credit to be issued for the account of a Subsidiary of CAI (other than CAL) shall be CAI), and agreed to by the L/C Issuer; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Termination Date applicable to such Issuing Bank upon Sublimit at any time, (ii) the request sum of the Borrower; provided that immediately after each Letter outstanding principal amount of the Revolving Credit is issued Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus the outstanding amount of Swing Line Loans shall not exceed the lesser of (x) the Total Outstanding Amount shall not exceed the aggregate amount of the Commitments, Commitment at such time and (y) the aggregate Borrowing Base at such time and (iii) the sum of the outstanding amount of the Letter of CAI Revolving Credit Liabilities of Loans, plus the Maximum Drawing Amount and all Banks shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAI, plus the outstanding amount of Swing Line Loans made to CAI shall not at any time exceed the lesser of (A) the Total Commitment at such time and (B) the Domestic Borrowing Base at such time. Each request by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests for the issuance or amendment of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely deemed to be a representation by the Borrowers that the issuance or amendment so requested complies with reference the conditions set forth in the proviso to the Banks whose Commitments have been so extendedpreceding sentence. If Within the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bankforegoing limits, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears subject to the aggregate Commitments. Each Bank acknowledges terms and agrees that its obligation conditions hereof, any Borrower’s ability to acquire participations pursuant to this paragraph in respect of obtain Letters of Credit is absolute shall be fully revolving, and unconditional and shall not be affected by accordingly any circumstance whatsoeverBorrower may, including any amendmentduring the foregoing period, renewal or extension of any Letter obtain Letters of Credit to replace Letters of Credit issued for the account of such Borrower or the occurrence such Subsidiary that have expired or that have been drawn upon and continuance reimbursed. All Existing Letters of a Default or reduction or termination of the CommitmentsCredit shall be deemed to have been issued pursuant hereto, and that each such payment from and after the Closing Date shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges subject to and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of governed by the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreementterms and conditions hereof.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereofhereof and the execution and delivery by the Borrower of a letter of credit application on the Issuing Lender's customary form (a "LETTER OF CREDIT APPLICATION"), the Issuing Lender on behalf of the Lenders and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Banks Lenders set forth in this Section 2.18 agrees 4.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue Letters issue, extend, amend and renew for the account of Credit the Borrower one or more standby or documentary letters of credit (individually, a "LETTER OF CREDIT"), in such form as may be requested from time to time before by the Letter Borrower (which may be on behalf of Credit Termination Date applicable its Subsidiaries) and agreed to by the Issuing Lender; PROVIDED, HOWEVER, that, after giving effect to such Issuing Bank upon request, (a) the request sum of the Borrower; provided that immediately after each Letter of Credit is issued aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $125,000,000 at any one time and (xb) the Total Outstanding sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Loans outstanding shall not exceed the aggregate amount Total Commitment at such time; and PROVIDED, FURTHER, that the sum of the Commitments, (y) the aggregate amount of the Letter Maximum Drawing Amount and all Unpaid Reimbursement Obligations with respect to standby Letters of Credit Liabilities of all Banks shall not exceed $100,000,000 and (z) the aggregate amount 25,000,000 at any one time. As of the Letter Closing Date, the Existing Letters of Credit Liabilities in respect of shall be deemed to be Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter pursuant and subject to the conditions of Credit Commitment without the consent of such Issuing Bank; this Section 4 and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests hereby affirms its obligations thereunder. For purposes of determining the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension Maximum Drawing Amount of any Letter of Credit or issued by the occurrence and continuance of Issuing Lender in a Default or reduction or termination currency other than Dollars at any time, such Maximum Drawing Amount shall be equal to the Dollar equivalent of the Commitments, face amount at such time and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges determined at the time of issuance and agrees that its participation in at the end of each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreementcalendar quarter.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereofhereof and the execution and delivery by the Borrower of a letter of credit application on the Issuing Lender's customary form (a "Letter of Credit Application"), the Issuing Lender on behalf of the Lenders and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Banks Lenders set forth in this Section 2.18 agrees 4.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue Letters issue, extend, amend and renew for the account of Credit the Borrower one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time before by the Letter of Credit Termination Date applicable Borrower and agreed to by the Issuing Lender; provided, however, that, after giving effect to such Issuing Bank upon request, (a) with respect to all Letters of Credit, the request sum of the Borrower; provided that immediately after each Letter aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $80,000,000 at any one time, (b) with respect to standby Letters of Credit is issued Credit, the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $40,000,000 at any one time, and (xc) the Total Outstanding sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Revolving Credit Loans (including Swing Line Loans) outstanding shall not exceed the aggregate amount Total Commitment at such time. As of the CommitmentsClosing Date, (y) the aggregate amount letters of credit existing for the account of the Letter Borrower under that certain Revolving Credit Agreement by and among the Borrower, Fleet, the Lenders and the Administrative Agent dated as of Credit Liabilities February 27, 2001, as well as the letter of all Banks shall not exceed $100,000,000 and (z) credit for the aggregate amount account of the Letter of Credit Liabilities in respect of Letters of Credit issued by any Issuing Bank Borrower and naming Sara Lee Corporation as beneficiary, set forth on Schedulx 0.0.0 attached hereto, shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of become a Letter of Credit which expires later than the Letter of under this Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign Agreement for all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreementpurposes.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereofhereof and the execution and delivery by the Borrowers of a letter of credit application on the Administrative Agent's customary form (a "LETTER OF CREDIT APPLICATION"), the Administrative Agent on behalf of the Lenders that have a Revolving Credit Commitment and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Banks Lenders set forth in this Section 2.18 agrees ss.5.1.4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue Letters issue, extend and renew for the account of Credit the Borrowers one or more standby letters of credit (individually, a "LETTER OF CREDIT"), in such form as may be requested from time to time before by the Letter of Credit Termination Date applicable Borrowers and agreed to by the Administrative Agent; PROVIDED, HOWEVER, that, after giving effect to such Issuing Bank upon request, (a) the request sum of the Borrower; provided that immediately after each Letter aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations which have not been repaid with the proceeds of Revolving Credit is issued Loans, shall not exceed $5,000,000 (xor such greater amount as the Administrative Agent may approve in writing from time to time so long as such amount does not exceed the Total Revolving Commitment) at any one time and (b) the Total Outstanding sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations which have not been repaid with the proceeds of Revolving Credit Loans, and (iii) the amount of all Revolving Credit Loans outstanding shall not exceed the aggregate amount Total Revolving Commitment at such time. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of any Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrowers demonstrate to the satisfaction of the Commitments, Administrative Agent that (x) such prior incurred Indebtedness were then fully secured by a prior perfected and unavoidable security interest in collateral provided by such Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness were then secured or supported by a letter of credit issued for the aggregate account of such Borrower or such Subsidiary and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by such Borrower or such Subsidiary or (z) such prior incurred Indebtedness was secured by cash collateral in an amount equal to the face amount of the Letter of Credit Liabilities of all Banks shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit to be issued by any Issuing Bank shall not exceed hereunder to support or secure such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreementincurred Indebtedness.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, hereof and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements of the other Banks set forth in this Section 2.18 agrees to issue Letters of Credit from time to time before the Letter of Credit Termination Date applicable to such Issuing Bank upon the request of the Borrower; provided that immediately after each Letter of Credit is issued (x) the Total Outstanding Amount shall not exceed the aggregate amount of the Commitments, (y) the aggregate amount of the Letter of Credit Liabilities of all Banks shall not exceed $100,000,000 execution and (z) the aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued delivery by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than Application (as defined below), the Fronting Bank on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in §4.2 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Termination Date in effect prior Expiration Date, to such extensionissue letters of credit (individually, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a “Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank”) denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or its Subsidiaries, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of amend or extend Letters of Credit is absolute and unconditional and shall not be affected previously issued by any circumstance whatsoeverit, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17§4.1.2 below, an assignment and (2) to honor drawings under the Letters of Credit, and the Lenders severally agree to participate in accordance with Section 9.06 Letters of Credit issued for the account of the Borrower or otherwise its Subsidiaries and any drawings thereunder; provided, however, that, after giving effect to such request, the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $125,000,000 at any one time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Loans outstanding shall not exceed the Total Commitment at such time. As of the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued pursuant and subject to the conditions of this Agreement§4 and the Borrower hereby affirms its obligations thereunder.

Commitment to Issue Letters of Credit. (6) Subject to the terms and conditions hereof, upon the execution and so long as no Stop Issuance Notice is in effectdelivery by the Borrower of a letter of credit application on the L/C Issuer’s customary form (a “Letter of Credit Application”), each Issuing Bank the L/C Issuer on behalf of the Revolving Credit Lenders and in reliance upon the agreements agreement of the other Banks Revolving Credit Lenders set forth in this Section 2.18 agrees §4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue Letters issue, extend and renew for the account of Credit the Borrower one or more standby letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time before by the Borrower, and agreed to by the L/C Issuer; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Termination Date applicable to such Issuing Bank upon Sublimit at any time, (ii) the request sum of the Borrower; provided that immediately after each Letter outstanding principal amount of the Revolving Credit is issued Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus the outstanding amount of Swing Line Loans shall not exceed the lesser of (x) the Total Outstanding Amount shall not exceed the aggregate amount of the Commitments, Commitment at such time and (y) the aggregate amount of the Letter of Credit Liabilities of all Banks shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued Borrowing Base at such time. Each request by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests for the issuance or amendment of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely deemed to be a representation by the Borrower that the issuance or amendment so requested complies with reference the conditions set forth in the proviso to the Banks whose Commitments have been so extendedpreceding sentence. If Within the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bankforegoing limits, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears subject to the aggregate Commitments. Each Bank acknowledges terms and agrees that its obligation conditions hereof, the Borrower’s ability to acquire participations pursuant to this paragraph in respect of obtain Letters of Credit is absolute shall be fully revolving, and unconditional and shall not be affected by any circumstance whatsoeveraccordingly the Borrower may, including any amendmentduring the foregoing period, renewal or extension of any Letter obtain Letters of Credit or to replace Letters of Credit issued for the occurrence and continuance of a Default or reduction or termination account of the Commitments, Borrower or such Subsidiary that have expired or that have been drawn upon and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreementreimbursed.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, hereof and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements of the other Banks set forth in this Section 2.18 agrees to issue Letters of Credit from time to time before the Letter of Credit Termination Date applicable to such Issuing Bank upon the request of the Borrower; provided that immediately after each Letter of Credit is issued (x) the Total Outstanding Amount shall not exceed the aggregate amount of the Commitments, (y) the aggregate amount of the Letter of Credit Liabilities of all Banks shall not exceed $100,000,000 execution and (z) the aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued delivery by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than Application (as defined below), the Fronting Bank on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in Section 4.2 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Termination Date in effect prior Expiration Date, to such extensionissue letters of credit (individually, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a "Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank") denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or its Subsidiaries, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of amend or extend Letters of Credit is absolute and unconditional and shall not be affected previously issued by any circumstance whatsoeverit, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.174.1.2 below, an assignment and (2) to honor drawings under the Letters of Credit, and the Lenders severally agree to participate in accordance with Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided, however, that, after giving effect to such request, the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $125,000,000 at any one time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Loans outstanding shall not exceed the Total Commitment at such time. As of the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued pursuant and subject to the conditions of this Section 9.06 or otherwise pursuant to this Agreement4 and the Borrower hereby affirms its obligations thereunder.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereofhereof and the execution and delivery by GWI of a letter of credit application on the Issuing Lender’s customary form (a “Letter of Credit Application”), the Issuing Lender on behalf of the Applicable Lenders and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Banks Applicable Lenders set forth in this Section 2.18 agrees §5.1.4 and upon the representations and warranties of GWI contained herein, agrees, in its individual capacity, to issue Letters and extend for the account of Credit GWI (to support obligations of GWI, any other Borrower or any Subsidiaries of GWI; provided that unless the Aus Qualified Intercompany Loan is outstanding, no letter of credit shall be issued for the account of the Aus JV or its Subsidiaries) one or more standby or documentary letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time before by GWI and agreed to by the Issuing Lender; provided, however, that, after giving effect to such request, (i) the outstanding Letter of Credit Termination Date applicable Obligations to such Issuing Bank upon the request support obligations of the Borrower; provided that immediately after each Domestic Borrowers and Subsidiaries organized under the laws of any political subdivision of the United States do not exceed $30,000,000, (ii) the outstanding Letter of Credit is issued Obligations to support obligations of the European Borrowers and Subsidiaries organized or incorporated under the laws of the European Union or any other country in Europe do not exceed $15,000,000, (xiii) the outstanding Letter of Credit Obligations to support obligations of the Canadian Borrower and Subsidiaries organized under the laws of Canada or any province thereof do not exceed $15,000,000, (iv) [Reserved], (v) the outstanding Letter of Credit Obligations to support obligations of the UK Borrower and Subsidiaries organized or incorporated under the laws of England and Wales do not exceed $25,000,000, (vi) the total outstanding Letter of Credit Obligations do not exceed $45,000,000, and (vii) the Total Outstanding Amount Domestic Revolver Exposure shall not exceed the aggregate amount Aggregate Domestic Revolving Loan Commitments. Notwithstanding any other provisions of this Credit Agreement, the Commitments, (y) the aggregate amount of the Letter of Credit Liabilities of all Banks Issuing Lender shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of issue or extend a Letter of Credit which expires later than the Letter after it has received notice from any Lender or any Agent that a Default or Event of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank Default has occurred and stating that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of no Letters of Credit is absolute and unconditional and shall not are to be affected by any circumstance whatsoever, including any amendment, renewal issued or extension of any Letter of Credit or the occurrence and continuance of a extended until such Default or reduction Event of Default has been cured or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments waived in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to the provisions of this Credit Agreement.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereofhereof and the execution and delivery by the Borrower of a letter of credit application on the Agent's customary form (a "Letter of Credit Application"), the Agent on behalf of the Banks and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Banks set forth in this Section 2.18 agrees 4.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue Letters issue, extend and renew for the account of Credit the Borrower (in the name of the Parent, the Borrower, or any Subsidiary of the Parent) one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time before by the Letter of Credit Termination Date applicable Borrower and agreed to by the Agent; provided, however, that, after giving effect to such Issuing Bank upon request, (a) the request sum of the Borrower; provided that immediately after each Letter of Credit is issued aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time and (xb) the Total Outstanding sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, (iii) the amount of all Facility A Loans outstanding, (iv) the amount of all Facility B Loans outstanding, and (v) the amount of all Swing Line Loans outstanding, shall not exceed the aggregate amount lesser of the Commitments, (yA) the aggregate amount of Total Commitment and (B) the Letter of Credit Liabilities Borrowing Base. The parties agree that the Maximum Drawing Amount of all Banks shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above Unpaid Reimbursement Obligations shall be determined solely with reference counted first as usage of the Total Facility B Commitment and second, to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension extent of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination insufficiency, as usage of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverTotal Facility A Commitment. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreement4.1.2.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereofhereof and the execution and delivery by a Borrower of a letter of credit application on the Administrative Agent's customary form (a "Letter of Credit Application"), the Administrative Agent on behalf of the Lenders and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Banks Lenders set forth in this Section 2.18 agrees 6.1.4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue Letters issue, extend and renew for the account of Credit the Borrowers one or more standby letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time before by either Borrower and agreed to by the Letter of Credit Termination Date applicable Administrative Agent; provided, however, that, after giving effect to such Issuing Bank upon request, (a) the request sum of the Borrower; provided that immediately after each Letter of Credit is issued (x) the Total Outstanding aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the aggregate Total Revolving Credit Commitment at any one time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of the Commitments, (y) the aggregate amount of the Letter of all Revolving Credit Liabilities of all Banks Loans outstanding shall not exceed $100,000,000 the Total Revolving Credit Commitment at such time. The parties hereto hereby acknowledge and (z) agree that the letters of credit issued by Xxxxxxx Bank, National Association and identified on Schedule 6.1.1 hereto with a maximum aggregate drawing amount of $1,202,144.00 (collectively, the Letter "Existing Letters of Credit") shall, on the Closing Date, become Letters of Credit Liabilities hereunder and shall be subject to the conditions hereunder and any reference in respect this Article 6 to the Administrative Agent in its capacity as an issuer of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing automatically include Xxxxxxx Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance National Association with clause (x) above shall be determined solely with reference respect to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter Existing Letters of Credit, as applicable, provided that the parties hereto hereby agree that such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Existing Letters of Credit is absolute and unconditional and shall not be affected amended, or renewed or continued by any circumstance whatsoeverXxxxxxx Bank, including any amendmentNational Association on the expiration date thereof, renewal or extension of any Letter of Credit or without the occurrence and continuance of a Default or reduction or termination prior written consent of the Commitments, Borrowers and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this AgreementAdministrative Agent.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereofhereof and the execution and delivery by the Domestic Borrowers of a letter of credit application on the Agent's customary form (a "Letter of Credit Application"), the Agent on behalf of the Domestic Lenders that have a Domestic Revolving Credit Commitment and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Banks Domestic Lenders set forth in this Section 2.18 agrees 5.1.4 and upon the representations and warranties of the Domestic Borrowers contained herein, agrees, in its individual capacity, to issue Letters issue, extend and renew for the account of Credit the Domestic Borrowers one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time before by the Letter Domestic Borrowers and agreed to by the Agent; provided, however, that, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount of all Letters of Credit Termination Date applicable to such Issuing Bank upon the request of the Borrower; provided that immediately after each Letter of Credit is issued (x) the Total Outstanding Amount shall not exceed the aggregate amount of the Commitments, (y) the aggregate amount of the Letter of Credit Liabilities of and all Banks Unpaid Reimbursement Obligations shall not exceed $100,000,000 10,000,000 at any one time and (zb) the sum of the aggregate Maximum Drawing Amount of all Letters of Credit and all Unpaid Reimbursement Obligations plus the Outstanding amount of the Domestic Revolving Credit Loans shall not, at any time, exceed the Total Domestic Revolving Credit Commitment. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit Liabilities to support or secure any Indebtedness of any of the Domestic Borrowers or their Subsidiaries described in respect of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if clauses (i) or (ix) of the Termination Date has been extended as definition of "Indebtedness" hereunder to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect extent that such Indebtedness was incurred prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the proposed issuance date of issuance by an Issuing Bank of a such Letter of Credit, unless in any such Issuing Bank shall be deemed, without further action case the Domestic Borrowers demonstrate to the satisfaction of the Agent that (x) such prior incurred Indebtedness was then fully secured by any party hereto, a prior perfected and unavoidable security interest in collateral provided by the Domestic Borrowers or such Subsidiary to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness were then secured or supported by a letter of credit issued for the account of such Domestic Borrower or such Subsidiary and the related Letter reimbursement obligation with respect to such letter of Credit Liabilities credit was fully secured by a prior perfected and unavoidable security interest in the proportion its respective Commitment bears collateral provided to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect issuer of Letters such letter of Credit is absolute and unconditional and shall not be affected credit by any circumstance whatsoever, including any amendment, renewal such Domestic Borrower or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this AgreementSubsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon the execution and so long as no Stop Issuance Notice is in effectdelivery by the Borrower of a letter of credit application on the L/C Issuer’s customary form (a “Letter of Credit Application”), each Issuing Bank the L/C Issuer on behalf of the Lenders and in reliance upon the agreements agreement of the other Banks Lenders set forth in this Section 2.18 agrees §4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue Letters issue, extend and renew for the account of Credit the Borrower one or more standby letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time before by the Borrower and agreed to by the L/C Issuer; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Termination Date applicable to such Issuing Bank upon Sublimit at any one time and (ii) the request sum of (A) the Borrower; provided that immediately after each Letter Maximum Drawing Amount of all Letters of Credit, (B) all Unpaid Reimbursement Obligations, and (C) the principal amount of all Revolving Credit is issued Loans and Swing Line Loans outstanding shall not exceed the lesser of (x) the Total Outstanding Amount shall not exceed the aggregate amount of the Commitments, Commitment at such time and (y) the aggregate amount of the Letter of Credit Liabilities of all Banks shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued Borrowing Base at such time. Each request by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests for the issuance or amendment of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely deemed to be a representation by the Borrower that the issuance or amendment so requested complies with reference the conditions set forth in the proviso to the Banks whose Commitments have been so extendedpreceding sentence. If Within the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bankforegoing limits, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears subject to the aggregate Commitments. Each Bank acknowledges terms and agrees that its obligation conditions hereof, the Borrower’s ability to acquire participations pursuant to this paragraph in respect of obtain Letters of Credit is absolute shall be fully revolving, and unconditional and shall not be affected by any circumstance whatsoeveraccordingly the Borrower may, including any amendmentduring the foregoing period, renewal or extension of any Letter obtain Letters of Credit to replace Letters of Credit that have expired or the occurrence that have been drawn upon and continuance reimbursed. All Existing Letters of a Default or reduction or termination of the CommitmentsCredit shall be deemed to have been issued pursuant hereto, and that each such payment from and after the Closing Date shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges subject to and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of governed by the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreementterms and conditions hereof.

Commitment to Issue Letters of Credit. Subject to the ------------------------------------- terms and conditions hereofhereof and the execution and delivery by the US Borrower of a letter of credit application on the Issuing Bank's customary form (a "Letter of Credit Application"), and so long as no Stop Issuance Notice is in effect, each the Issuing Bank on ---------------------------- behalf of the US Revolving Credit Banks and in reliance upon the agreements agreement of the other US Revolving Credit Banks set forth in this Section 2.18 agrees (S)5.1.4 and upon the representations and warranties of the US Borrower contained herein, agrees, in its individual capacity, to issue Letters issue, extend and renew for the account of Credit the US Borrower one or more standby or documentary letters of credit (individually, a "Letter of Credit"), in such form as ---------------- may be requested from time to time before by the US Borrower and agreed to by the Issuing Bank; provided, however, that, after giving effect to such -------- ------- request, (a) the outstanding Letter of Credit Termination Date applicable to such Issuing Bank upon the request of the Borrower; provided that immediately after each Letter of Credit is issued (x) the Total Outstanding Amount shall not exceed the aggregate amount of the Commitments, (y) the aggregate amount of the Letter of Credit Liabilities of all Banks shall Obligations does not exceed $100,000,000 and 10,000,000, (zb) the aggregate amount sum of the Letter of Credit Liabilities in respect of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) outstanding Letter of Credit Obligations and (ii) the Borrower requests amount of all US Revolving Credit Loans outstanding shall not exceed the issuance Total US Commitment; and (c) the sum of a (i) the Dollar Equivalent of the outstanding Letter of Credit which expires later than Obligations and (ii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Commitment. Notwithstanding the foregoing, the Issuing Bank shall have no obligation to issue any Letter of Credit Termination Date in effect to support or secure any Indebtedness of the US Borrower or any of its US Restricted Subsidiaries to the extent that such Indebtedness was incurred prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the proposed issuance date of issuance by an Issuing Bank of a such Letter of Credit, unless in any such case the US Borrower demonstrates to the satisfaction of the Issuing Bank shall be deemed, without further action that (x) such prior incurred Indebtedness was then fully secured by any party hereto, a prior perfected and unavoidable security interest in collateral provided by the US Borrower or such Restricted Subsidiary to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account of the US Borrower or such Restricted Subsidiary and the related Letter reimbursement obligation with respect to such letter of Credit Liabilities credit was fully secured by a prior perfected and unavoidable security interest in the proportion its respective Commitment bears collateral provided to the aggregate Commitmentsissuer of such letter of credit by the US Borrower or such Restricted Subsidiary. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of On the Closing Date the Existing Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter converted into Letters of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of under this Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreement.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereofhereof and the execution and delivery by any Borrower of a letter of credit application on the Agent's customary form (a "Letter of Credit Application"), the Agent on behalf of the Revolving A Banks and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Revolving A Banks set forth in this Section 2.18 agrees ss.4.1.4 and upon the representations and warranties of such Borrower contained herein, agrees, in its individual capacity, to issue Letters issue, extend and renew for the account of Credit such Borrower one or more standby or documentary (on a sight or time basis) letters of credit (individually, a "Letter of Credit"), denominated in Dollars in such form as may be requested from time to time before by such Borrower and agreed to by the Letter Agent; provided, however, that, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $35,000,000 (or the Dollar Equivalent) at any one time, (b) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations for Letters of Credit Termination Date applicable to such Issuing Bank upon issued for the request account of Far East, Esteem, Raider or Patton HK shall not exceed $30,000,000 (or the Dolxxx Xxxxxalent), (c) the sum of the Borrower; provided that immediately after each Letter aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations for Letters of Credit is issued for the account of Holmes UK and Bionaire B.V. shall not exceed $10,000,000 (xor the Dollar Equivalent), (d) the Total Outstanding sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations for Letters of Credit issued for the account of Holmes Canada shall not exceed $10,000,000 (or the Xxxxxr Equivalent) and (e) the Revolver A Exposure shall not exceed the aggregate amount lesser of the Commitments, (y) the aggregate amount of the Letter of Credit Liabilities of all Banks shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) Total Revolving A Commitment and (ii) the Borrower requests Borrowing Base less the issuance outstanding amount of a Revolving Credit B Loans. In addition, notwithstanding anything to the contrary contained herein, (1) if at any time the Revolver A Exposure is at the Maximum Initial Amount, the Agent shall have no obligation to issue any additional Letters of Credit until such time as the aggregate outstanding principal amount of the Revolving Credit B Loans is equal to the Total Revolving B Commitment and (2) from and after the earlier to occur of (x) the Revolving Credit Loan B Maturity Date and (y) July 1, 2004, the Borrowers shall not request any additional Letters of Credit if, after giving effect to such request and without giving effect to any repayment of the Revolving Credit A Loans, the Revolver A Exposure would exceed the Maximum Initial Amount. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit which expires later than to support or secure any Indebtedness of the Letter Company or any of Credit Termination Date in effect its Subsidiaries to the extent that such Indebtedness was incurred prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the proposed issuance date of issuance by an Issuing Bank of a such Letter of Credit, unless in any such Issuing Bank shall be deemed, without further action case the Company demonstrates to the satisfaction of the Agent that (x) such prior incurred Indebtedness was then fully secured by any party hereto, a prior perfected and unavoidable security interest in collateral provided by the Company or such Subsidiary to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account of the Company or such Subsidiary and the related Letter reimbursement obligation with respect to such letter of Credit Liabilities credit was fully secured by a prior perfected and unavoidable security interest in the proportion its respective Commitment bears collateral provided to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect issuer of Letters such letter of Credit is absolute and unconditional and shall not be affected credit by any circumstance whatsoever, including any amendment, renewal the Company or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this AgreementSubsidiary.

Commitment to Issue Letters of Credit. iii) Subject to the terms and conditions hereof, upon the execution and so long as no Stop Issuance Notice is in effectdelivery by any Borrower of a letter of credit application on the L/C Issuer’s customary form (a “Letter of Credit Application”), each Issuing Bank the L/C Issuer on behalf of the Revolving Credit Lenders and in reliance upon the agreements agreement of the other Banks Revolving Credit Lenders set forth in this Section 2.18 agrees §4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue Letters issue, extend and renew for the account of Credit CAI, CAL or any of CAI’s other Subsidiaries one or more standby letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time before by the applicable Borrower (who, in the case of Letters of Credit to be issued for the account of a Subsidiary of CAI (other than CAL) shall be CAI), and agreed to by the L/C Issuer; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Termination Date applicable to such Issuing Bank upon Sublimit at any time, (ii) the request sum of the Borrower; provided that immediately after each Letter outstanding principal amount of the Revolving Credit is issued Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus the outstanding amount of Swing Line Loans shall not exceed the lesser of (x) the Total Outstanding Amount shall not exceed the aggregate amount of the Commitments, Commitment at such time and (y) the aggregate Borrowing Base at such time and (iii) the sum of the outstanding amount of the Letter of CAI Revolving Credit Liabilities of Loans, plus the Maximum Drawing Amount and all Banks shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAI, plus the outstanding amount of Swing Line Loans made to CAI shall not at any time exceed the lesser of (A) the Total Commitment at such time and (B) the Domestic Borrowing Base at such time. Each request by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests for the issuance or amendment of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely deemed to be a representation by the Borrowers that the issuance or amendment so requested complies with reference the conditions set forth in the proviso to the Banks whose Commitments have been so extendedpreceding sentence. If Within the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bankforegoing limits, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears subject to the aggregate Commitments. Each Bank acknowledges terms and agrees that its obligation conditions hereof, any Borrower’s ability to acquire participations pursuant to this paragraph in respect of obtain Letters of Credit is absolute shall be fully revolving, and unconditional and shall not be affected by accordingly any circumstance whatsoeverBorrower may, including any amendmentduring the foregoing period, renewal or extension of any Letter obtain Letters of Credit to replace Letters of Credit issued for the account of such Borrower or the occurrence such Subsidiary that have expired or that have been drawn upon and continuance reimbursed. All Existing Letters of a Default or reduction or termination of the CommitmentsCredit shall be deemed to have been issued pursuant hereto, and that each such payment from and after the Closing Date shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges subject to and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of governed by the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreementterms and conditions hereof.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereofhereof and the execution and delivery by the Borrowers of a letter of credit application on the Issuing Lender's customary form (a "Letter of Credit Application"), the Issuing Lender on behalf of the Revolving Credit Lenders and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Banks Revolving Credit Lenders set forth in this Section 2.18 agrees 3.1.4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue Letters and extend for the account of Credit the Borrowers one or more standby letters of credit (each, a "Letter of Credit") including, in the case of L/C Supported IRBs, so called direct pay letters of credit (each, an "IRB Letter of Credit"), in such form as may be requested from time to time before by the Letter of Credit Termination Date applicable Borrowers and agreed to by the Issuing Lender; provided, however, that, after giving effect to such Issuing Bank upon request, the request of the Borrower; provided that immediately after each Letter of Credit is issued (x) the Total Outstanding Maximum Drawing Amount shall not exceed the Total Revolving Credit Commitment minus the aggregate outstanding amount of the CommitmentsRevolving Credit Loans, (y) the aggregate amount Swing Line Loans and the Unpaid Reimbursement Obligations. Notwithstanding any other provisions of this Credit Agreement, the Letter of Credit Liabilities of all Banks Issuing Lender shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of issue or extend a Letter of Credit which expires later than after it has received notice from any Lender or the Administrative Agent that a Default or Event of Default has occurred and stating that no Letters of Credit are to be issued or extended until such Default or Event of Default has been cured or waived in accordance with the provisions of this Credit Agreement. The Issuing Lender shall not be under any obligation to issue any Letter of Credit Termination Date in effect prior if: any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such or any Law applicable to the Issuing Bank Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall be deemedprohibit, without further action by any party heretoor request that the Issuing Lender refrain from, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in the issuance of letters of credit generally or such Letter of Credit and in particular or shall impose upon the related Issuing Lender with respect to such Letter of Credit Liabilities any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the proportion its respective Commitment bears Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; the aggregate Commitments. Each Bank acknowledges issuance of such Letter of Credit would violate one or more policies of the Issuing Lender; except as otherwise agreed by the Administrative Agent and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters the Issuing Lender, such Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any in an initial stated amount less than $100,000; such Letter of Credit or the occurrence and continuance of is to be denominated in a Default or reduction or termination of the Commitments, and that each currency other than Dollars; such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion contains any provisions for automatic reinstatement of the Commitments stated amount after any drawing thereunder; or a default of any Revolving Credit Lender's obligations to fund under 3.3 exists or any Revolving Credit Lender is at each such time a Delinquent Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrowers or such Bank’s Commitment is amended pursuant Revolving Credit Lender to an increase of eliminate the Commitments in accordance Issuing Lender's risk with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant respect to this Agreementsuch Revolving Credit Lender.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereofhereof and the execution and delivery by the Borrowers of a letter of credit application on the Issuing Lender's customary form (a "Letter of Credit Application"), the Issuing Lender on behalf of the Revolving Credit Lenders and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Banks Revolving Credit Lenders set forth in this Section 2.18 agrees 3.1.4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue and extend for the account of the Borrowers one or more standby letters of credit (each, a "Letter of Credit") including, in the case of L/C Supported IRBs, so called direct pay Letters of Credit (each, an "IRB Letter of Credit"), in such form as may be requested from time to time before by the Letter of Credit Termination Date applicable Borrowers and agreed to by the Issuing Lender; provided, however, that, after giving effect to such Issuing Bank upon request, the request of the Borrower; provided that immediately after each Letter of Credit is issued (x) the Total Outstanding Maximum Drawing Amount shall not exceed the Total Revolving Credit Commitment minus the aggregate outstanding amount of the CommitmentsRevolving Credit Loans, (y) the aggregate amount Swing Line Loans and the Unpaid Reimbursement Obligations. Notwithstanding any other provisions of this Credit Agreement, the Letter of Credit Liabilities of all Banks Issuing Lender shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of issue or extend a Letter of Credit which expires later than after it has received notice from any Lender or the Administrative Agent that a Default or Event of Default has occurred and stating that no Letters of Credit are to be issued or extended until such Default or Event of Default has been cured or waived in accordance with the provisions of this Credit Agreement. The Issuing Lender shall not be under any obligation to issue any Letter of Credit Termination Date in effect prior if: any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such or any Law applicable to the Issuing Bank Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall be deemedprohibit, without further action by any party heretoor request that the Issuing Lender refrain from, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in the issuance of letters of credit generally or such Letter of Credit and in particular or shall impose upon the related Issuing Lender with respect to such Letter of Credit Liabilities any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the proportion its respective Commitment bears Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; the aggregate Commitments. Each Bank acknowledges issuance of such Letter of Credit would violate one or more policies of the Issuing Lender; except as otherwise agreed by the Administrative Agent and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters the Issuing Lender, such Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any in an initial stated amount less than $100,000; such Letter of Credit or the occurrence and continuance of is to be denominated in a Default or reduction or termination of the Commitments, and that each currency other than Dollars; such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion contains any provisions for automatic reinstatement of the Commitments stated amount after any drawing thereunder; or a default of any Revolving Credit Lender's obligations to fund under 3.3 exists or any Revolving Credit Lender is at each such time a Delinquent Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrowers or such Bank’s Commitment is amended pursuant Revolving Credit Lender to an increase of eliminate the Commitments in accordance Issuing Lender's risk with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant respect to this Agreementsuch Revolving Credit Lender.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereofrequirements set forth below, and so long as no Stop Issuance Notice is in effectthe Borrower may use a portion of the Commitment, each which portion shall not exceed the sum of Fifteen Million Dollars ($15,000,000) (the “Base Amount Sublimit") plus the EBITDA/LOC Limit (the “Special Litigation Sublimit” and, together with the Base Amount Sublimit, the “Letter of Credit Sublimit") for the purpose of causing the Issuing Bank in reliance upon to issue standby Letters of Credit for the agreements account of the other Banks Borrower or any of its U.S. Subsidiaries; provided, that (a) the Borrower or the applicable Subsidiary executes and delivers a letter of credit application and reimbursement agreement in a form acceptable to the Issuing Bank and complies with any conditions to the issuance of such Letter of Credit (including the payment of any applicable fees) set forth therein; (b) the Issuing Bank approves the form of such Letter of Credit; (c) except for evergreen Letters of Credit approved by the Issuing Bank it is sole discretion, but which will not be extended for a period past the Maturity Date, such Letter of Credit bears an expiration date not later than the earlier of (i) one year after the date of issuance and (ii) 30 days prior to the Maturity Date; (d) the Issuing Bank receives a request for issuance three (3) Business Days prior to the date of issuance (unless the Issuing Bank, in its sole and absolute discretion, agrees to shorter notice in any instance); (e) the purpose of such Letter of Credit shall be acceptable to the Issuing Bank; and (f) the conditions set forth in this Section 2.18 agrees 4.2 (Requirements for Each Loan/Letter of Credit) are fulfilled to the satisfaction of the Issuing Bank as of the date of the issuance of such Letter of Credit, provided, however, the Borrower may only request Letters of Credit using the Special Litigation Sublimit, and the Issuing Banks shall only issue Letters of Credit from time to time before the Letter of Credit Termination Date applicable to such Issuing Bank upon the request of the Borrower; provided that immediately after each Letter of Credit is issued (x) the Total Outstanding Amount shall not exceed the aggregate amount of the CommitmentsSpecial Litigation Sublimit, (y) the aggregate amount of the Letter of Credit Liabilities of all Banks shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference for purposes related to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoeverSubject Litigation, including for purposes associated with any amendment, renewal appeal thereof or extension bonding of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreementappeal.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof, and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements of the other Banks set forth in this Section 2.18 agrees to issue Letters of Credit from time to time before the Letter of Credit Termination Date applicable to such Issuing Bank upon the request of the Borrower; provided that immediately after each Letter of Credit is issued (x) the Total Outstanding Amount shall not exceed the aggregate amount of the Commitments, Commitments and (y) the aggregate amount of the Letter of Credit Liabilities of all Banks shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank100,000,000; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreement.(b)

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereofhereof and the execution and delivery by the Borrowers of a letter of credit application on the Administrative Agent's customary form (a "LETTER OF CREDIT APPLICATION"), the Administrative Agent on behalf of the Revolving Credit Lenders and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements agreement of the other Banks Revolving Credit Lenders set forth in this Section 2.18 agrees 4.1.4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue issue, extend and renew for the account of the Borrowers one or more standby letters of credit and, in the case of L/C Supported IRBs, direct pay letters of credit ("IRB LETTERS OF CREDIT", and together with the standby Letters of Credit Credit, "LETTERS OF CREDIT"), in such form as may be requested from time to time before by the Letter of Credit Termination Date applicable Borrowers and agreed to by the Administrative Agent; PROVIDED, HOWEVER, that, after giving effect to such Issuing Bank upon request, (a) the request sum of the Borrower; provided that immediately after each Letter of Credit is issued aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $30,000,000 at any one time, and (xb) the Total Outstanding sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, (iii) the amount of all Revolving Credit Loans outstanding and (iv) the amount of all outstanding Swing Line Loans shall not exceed the aggregate amount Total Revolving Credit Commitment at such time. The letters of credit listed on SCHEDULE 4.1.1 issued by the Commitments, (y) issuing bank under the aggregate amount of the Letter of Prior Credit Liabilities of all Banks Agreement shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities in respect of be Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of under this Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Agreement. This Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above Agreement shall be determined solely with reference the "REIMBURSEMENT AGREEMENT" referred to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this AgreementL/C Supported IRBs.