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 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 in reliance upon the agreement of the Lenders set forth in §5.1(d) and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of 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 by the Borrowers and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time, and (b) the sum of (i) all L/C Obligations, and (ii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any time. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrowers or any of their 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 Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary to 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 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 the Borrowers or such Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof and hereof, upon the execution and delivery by the Borrowers Borrower of a letter of credit application on the Administrative Agent's L/C Issuer’s customary form (a "“Letter of Credit Application"”), the Administrative Agent L/C Issuer on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §5.1(d) 4 and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers Borrower one or more standby letters of credit (individually, a "“Letter of Credit"”), in such form as may be requested from time to time by the Borrowers Borrower and agreed to by the Administrative AgentL/C Issuer; provided, however, that, at all times, after giving effect to such request, (ai) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 the Letter of Credit Sublimit at any one time and (ii)(A) prior to the earlier of (x) the second anniversary of the Closing Date or (y) the date that 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 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 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 lesser of (x) the Total Commitment at such time plus the outstanding principal amount of the Term Loans at such time and (y) the Borrowing Base at such time. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the issuance or amendment so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (b) the sum The L/C Issuer shall not issue any Letter of Credit, if: (i) all L/C ObligationsSubject to §4.1.6, and the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or (ii) the amount expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all Revolving Credit Loans outstanding the Lenders have approved such expiry date. (c) The L/C Issuer shall not exceed the Total Revolving Credit Commitment at be under any time. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to support enjoin or secure any Indebtedness of restrain the Borrowers or any of their Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of L/C Issuer from issuing such Letter of Credit, unless in or any such case the Borrowers demonstrate Law applicable to the satisfaction L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Administrative Agent L/C Issuer shall prohibit, or request that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers L/C Issuer refrain from, the issuance of letters of credit generally or such Subsidiary Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the proposed beneficiary L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the L/C Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally; (yiii) such prior incurred Indebtedness was then secured or supported by Letter of Credit is to be denominated in a letter currency other than Dollars; (iv) such Letter of credit issued Credit contains any provisions for the account automatic reinstatement of the Borrowers or such Subsidiary and the reimbursement obligation with respect stated amount after any drawing thereunder; or (v) a default of any Revolving Credit Lender’s obligations 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 the Borrowers or such Subsidiaryfund under §4.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers of a letter of credit application on the Administrative Agent's ’s customary form (a "“Letter of Credit Application"”), the Administrative Agent on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in §5.1(d) 5.1.4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers 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 by the Borrowers such Borrower and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 10,000,000 at any one time, time and (b) the sum of (i) the Maximum Drawing Amount on all L/C Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iiiii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any 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 the Borrowers a Borrower or any of their 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 such Borrower demonstrates to the satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers such Borrower or such Subsidiary to 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 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 the Borrowers such Borrower or such Subsidiary.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers Borrower of a letter of credit application on the Administrative Agent's customary form (a "Letter of Credit Application")Request, the Administrative Agent each Issuing Bank, on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in §5.1(d) 4.1.4 and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers 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 Borrowers Borrower and agreed to by the Administrative Agentrespective Issuing Bank; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 10,000,000 at any one time, time and (b) the sum of (i) the Maximum Drawing Amount on all L/C Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iiiii) the amount of all Revolving Credit Loans outstanding shall not exceed the lesser of (A) the Total Revolving Credit Commitment at any such time and (B) the Borrowing Base at such time. Notwithstanding the foregoing, the Administrative Agent no Issuing Bank shall have no any obligation to issue any Letter of Credit (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 Borrowers Borrower or any of their 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 Borrower demonstrates to the satisfaction of the Administrative Agent respective Issuing Bank that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers Borrower or such Subsidiary to 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 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 the Borrowers Borrower or such Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof and the execution and delivery by the Borrowers Borrower of a letter of credit application on the Administrative AgentIssuing Lender's customary form (a "“Letter of Credit Application"”), the Administrative Agent Issuing Lender on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in §5.1(d) Section 4.1.4 and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, extend extend, amend and renew for the account of the Borrowers 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 Borrowers Borrower and agreed to by the Administrative AgentIssuing Lender; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time, and (b) the sum of (i) the Maximum Drawing Amount on all L/C Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iiiii) the amount of all Revolving Credit Loans (including Swing Line Loans) outstanding shall not exceed the Total Revolving Credit Commitment at any such time. Notwithstanding As of the foregoingClosing Date, the Administrative Agent letters of credit existing for the account of the Borrower under the Prior Credit Agreement set forth on Schedule 4.1.1 attached hereto, shall become a Letter of Credit under this Credit Agreement for all purposes. (b) The Issuing Lender shall not issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have no approved such expiry date. (c) The Issuing Lender shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to support enjoin or secure any Indebtedness of restrain the Borrowers or any of their Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of Issuing Lender from issuing such Letter of Credit, unless in or any such case the Borrowers demonstrate law applicable to the satisfaction Issuing 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 prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good f▇▇▇▇ ▇▇▇▇▇ material to it. (ii) the issuance of such Letter of Credit would violate one or more policies of the Administrative Agent that Issuing Lender relating to its ability to issue Letters of Credit; or (xiii) a default of any Lender’s obligations to fund under Section 4.1.3 exists or any Lender is at such prior incurred Indebtedness was then fully secured by time a prior perfected and unavoidable security interest in collateral provided by Delinquent Lender hereunder, unless the Borrowers Issuing Lender has entered into satisfactory arrangements with the Borrower or such Subsidiary Lender to eliminate the proposed Issuing Lender’s risk with respect to such Lender. Furthermore, the Issuing Lender shall not amend any Letter of Credit if the Issuing Lender would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof and the Issuing Lender shall be under no obligation to amend any Letter of Credit if (A) the Issuing Lender would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for does not accept the account of the Borrowers or such Subsidiary and the reimbursement obligation with respect proposed amendment to such letter 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 the Borrowers or such SubsidiaryCredit.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof and the execution and delivery by the Borrowers Borrower of a letter of credit application on the Administrative Agent's ’s customary form (a "“Letter of Credit Application"”), the Administrative Agent on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in §5.1(d) 5.1.4 and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers Borrower one or more standby letters of credit (individually, a "“Letter of Credit"”), in such form as may be requested from time to time by the Borrowers Borrower and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (ai) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 20,000,000 at any one time, time and (bii) the sum of (i1) the Maximum Drawing Amount on all Letters of Credit, (2) all L/C Unpaid Reimbursement Obligations, and (ii3) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any such time. . (b) Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit Credit: (i) to support or secure any Indebtedness of an Excluded Subsidiary; (ii) to support or secure any Indebtedness of the Borrowers Borrower or any Subsidiary of their Subsidiaries the Borrower to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit; (iii) if any order, unless in judgment or decree of any such case the Borrowers demonstrate Governmental Authority or arbitrator shall by its terms purport to the satisfaction of enjoin or restrain the Administrative Agent from issuing such Letter of Credit, or any Law applicable to the Administrative Agent or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Administrative Agent shall prohibit, or request that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers Administrative Agent refrain from, the issuance of letters of credit generally or such Subsidiary Letter of Credit in particular or shall impose upon the Administrative Agent with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the proposed beneficiary Administrative Agent is not otherwise compensated hereunder) not in effect on the Funding Date, or shall impose upon the Administrative Agent any unreimbursed loss, cost or expense which was not applicable on the Funding Date and which the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iv) if the issuance of such Letter of Credit would violate one or (y) such prior incurred Indebtedness was then secured or supported by a letter more policies of the Administrative Agent applicable to letters of credit issued generally; (v) except as otherwise agreed by the Administrative Agent, if such Letter of Credit is in an initial stated amount less than $100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit; (vi) if such Letter of Credit is to be denominated in a currency other than Dollars; (vii) if such Letter of Credit contains any provision for the account automatic reinstatement of the Borrowers stated amount after any drawing thereunder; or (viii) if a default of any Lender’s obligations to fund under §5.1.4 exists or any Lender is at such time a Delinquent Lender hereunder, unless the Administrative Agent has entered into satisfactory arrangements with the Borrower or such Subsidiary and Lender to eliminate the reimbursement obligation Administrative Agent’s risk 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 the Borrowers or such SubsidiaryLender.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers of a letter of credit application on the Administrative Agent's customary form (a "The Letter of Credit Application"), the Administrative Agent on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in §5.1(d) and upon the representations and warranties of the Borrowers contained herein, Bank agrees, in its individual capacityfrom the date hereof to and including the Revolving Commitment Termination Date, to issue, extend and renew for the account of the Borrowers issue one or more standby letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time by for the Borrowers and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum account of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one timeBorrower, and (b) the sum of (i) all L/C Obligations, and (ii) Banks agree to participate in the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any time. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrowers or any of their Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date risk of such Letter of Credit, unless in any such case the Borrowers demonstrate to the satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was then secured or supported by a letter letters of credit issued for the account of the Borrowers Borrower hereunder, on the terms and subject to the conditions set forth below: (a) The Letter of Credit Bank has issued for the account of Fluoroware the letters of credit identified on Schedule 2.6 attached hereto, which are presently outstanding with amounts available for drawing and expiry dates as set forth in Schedule 2.6 (the "Existing Letters of Credit"). Upon the execution and delivery of the Agreement by the Borrower, the Borrower hereby irrevocably assumes the obligations of reimbursement and all other obligations of Fluoroware with respect to the Existing Letters of Credit and such obligations of the Borrower shall be evidenced by the Master Agreement for Standby Letters of Credit. (b) Each Existing Letter of Credit and each new letter of credit issued pursuant to this Section 2.6, shall be referred to herein as a "Letter of Credit". Notwithstanding anything in the foregoing to the contrary, no Letter of Credit shall be issued by the Letter of Credit Bank if, after giving effect to the issuance of such Letter of Credit, (i) the Letter of Credit Amount shall exceed the Letter of Credit Sublimit or (ii) the Revolving Facility Outstanding Amount shall exceed the Revolving Commitment Amount. The expiration date of any Letter of Credit shall not be later than thirty (30) days prior to the Revolving Commitment Termination Date. Each Letter of Credit will be issued upon no less than five (5) Business Days' prior written application from the Borrower to the Letter of Credit Bank. The application requesting issuance of a Letter of Credit shall be on the Letter of Credit Bank's standard form or such Subsidiary other form as may be agreed to by the Letter of Credit Bank and the reimbursement obligation Borrower. In the event that any of the terms of such application are inconsistent with the terms and provisions of this Agreement, the terms and provisions of this Agreement shall govern. The Letter of Credit Bank shall not be obligated to issue a Letter of Credit unless on the date of issuance all applicable conditions precedent specified in Article III shall have been satisfied as fully as if the issuance of such Letter of Credit were a Revolving Advance. Promptly after issuance of a Letter of Credit pursuant hereto, the Agent shall so advise each Bank of all relevant information with respect thereto. (c) The Borrower agrees to pay to the Agent, for the pro rata account of all Banks, a commission with respect to each Letter of Credit (herein the "Letter of Credit Fee") at an annual rate equal to the applicable Letter of Credit Fee Margin with respect to Letters of Credit in effect on the date payment thereof becomes due and payable hereunder. The Letter of Credit Fee shall be payable quarterly in arrears or upon such others terms as may be agreed upon by the Borrower and the Required Banks at the time of issuance of any such Letter of Credit; provided, however, that from and after the occurrence of an Event of Default and continuing thereafter until such Event of Default shall be remedied to the written satisfaction of the Required Banks, the applicable Letter of Credit Fee payable hereunder with respect to each Letter of Credit shall be equal to the sum of (i) the applicable Letter of Credit Fee Margin otherwise in effect with respect to such Letter of Credit and (ii) two percent (2%). Letter of Credit Fees payable by the Borrower to the Banks in accordance with this subsection (c) shall be shared among the Banks pro rata in accordance with their respective Percentages. (d) Upon issuance of a Letter of Credit hereunder, and without any further notice to any Bank, each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Letter of Credit Bank an undivided participating interest in the Letter of Credit Bank's risk and obligation under such Letter of Credit and in the obligation of the Letter of Credit Bank to honor drafts thereunder, and in the amount of any drawing thereunder, and in all rights of the Letter of Credit Bank to obtain reimbursement from the Borrower in the amount of such drawing, and all other rights of the Letter of Credit Bank with respect thereto, in an amount equal to the product of (i) the sum of the maximum amount available to be drawn under such Letter of Credit and the amount of any drawing thereunder, and (ii) the Percentage of such Bank. Whenever a draft submitted under a Letter of Credit is paid by the Letter of Credit Bank, the Letter of Credit Bank shall so notify the Agent, the Agent shall so notify each Bank and shall request immediate reimbursement from the Borrower for the amount of the draft. If sufficient funds are not immediately paid to the Agent by the Borrower, the Borrower shall be deemed to have requested a Borrowing pursuant to Section 2.2 and the Banks shall be notified of such request in accordance with Section 2.2 and shall fund such request for a Borrowing as Floating Rate Advances (in accordance with their respective Percentages) for purposes of reimbursing the Letter of Credit Bank for the amount of such draft so paid by the Letter of Credit Bank (less any amounts realized by the Letter of Credit Bank pursuant to the second sentence of this Section 2.6(d)). If for any reason or under any circumstance (including, without limitation, the occurrence of a Default or Event of Default or the failure to satisfy any of the conditions set forth in Section 3.2) the Banks do not make such Revolving Advances as contemplated above and the Borrower does not otherwise reimburse the Letter of Credit Bank for the amount of the draft so paid by the Letter of Credit Bank, the Borrower shall nonetheless be obligated to reimburse the amount of the draft to the Letter of Credit Bank, with interest upon such amount at the Default Rate from and after the date such draft is paid by the Letter of Credit Bank until the amount thereof is repaid to the Letter of Credit Bank in full. If the Letter of Credit Bank shall not have obtained reimbursement for any drawing under a Letter of Credit (whether from the Borrower or as proceeds of a Borrowing), upon demand of the Agent each Bank shall immediately advance the amount of its participation in such drawing to the Letter of Credit Bank and shall be entitled to interest on such participating interest at the Default Rate until reimbursed in full by the Borrower. (e) Each Bank and the Borrower agree that, in paying any drawing under a Letter of Credit, the Letter of Credit Bank shall not have any responsibility to obtain any document (other than any sight draft and certificates expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. The Letter of Credit Bank shall not be liable to any Bank for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Banks (including the Required Banks, as applicable); (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document executed in connection with a Letter of Credit. (f) The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower's pursuing such rights and remedies as the Borrower may have against the beneficiary or transferee at law or under any other agreement. The Letter of Credit Bank shall not be liable or responsible for any of the matters described in clauses (i) through (vii) of subsection (f) below. In furtherance and not in limitation of the foregoing: (i) the Letter of Credit Bank may accept documents that appear on their face to be in order, without responsibility for further investigation; and (ii) the Letter of Credit Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. (g) The obligation of the Borrower under this Agreement to reimburse the Letter of Credit Bank for a drawing under a Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: (i) any lack of validity or enforceability of this Agreement, the Master Agreement for Standby Letters of Credit or any letter of credit was fully secured by a prior perfected and unavoidable security interest application; (ii) any change in collateral provided the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrower in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from the issuer Master Agreement for Standby Letters of such Credit or any letter of credit application; (iii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Letter of Credit Bank or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or any unrelated transaction; (iv) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit; (v) any payment by the Borrowers Letter of Credit Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of any Letter of Credit; or any payment made by the Letter of Credit Bank under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; (vi) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the obligations of the Borrower in respect of any Letter of Credit; or (vii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower. (h) Notwithstanding anything in this Section 2.6 to the contrary, including particularly subsections (f) and (g) above, the Borrower may have a claim against the Letter of Credit Bank and the Letter of Credit Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the Letter of Credit Bank's willful misconduct or gross negligence or the willful failure to pay under any Letter of Credit after the presentation to the Letter of Credit Bank by the beneficiary of a sight draft and certificate strictly complying with the terms and conditions of a Letter of Credit. (i) The Borrower shall indemnify, protect, defend and hold harmless each Indemnitee from and against all losses, liabilities, claims, damages, judgments, costs and expenses, including but not limited to all reasonable attorneys' fees and legal expenses, incurred by the Indemnitees or imposed upon the Indemnitees at any time by reason of the issuance, demand for honor or honor of any Letter of Credit or the enforcement, protection or collection of the Letter of Credit Bank's claims against the Borrower under this Section 2.6 or by reason of any act or omission of any Indemnitee in connection with any of the foregoing; provided, however, that such Subsidiaryindemnification shall not extend to losses, liabilities, claims, damages, judgments, costs and expenses to the extent arising from any act or omission of an Indemnitee which constitutes gross negligence or willful misconduct. (j) The Borrower hereby agrees to pay to the Letter of Credit Bank, on demand, all administrative fees charged by the Letter of Credit Bank in the ordinary course of business in connection with the issuance of letters of credit, honoring of drafts under letters of credit, amendments thereto, transfers thereof and all other activity with respect to letters of credit, at the then current rates established by the Letter of Credit Bank from time to time for such services rendered on behalf of customers of the Letter of Credit Bank generally.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof and the execution and delivery by the Borrowers GWI of a letter of credit application on the Administrative Agent's Issuing Lender’s customary form (a "“Letter of Credit Application"”), the Administrative Agent Issuing Lender on behalf of the Applicable Lenders and in reliance upon the agreement of the Applicable Lenders set forth in §5.1(d) 5.1.4 and upon the representations and warranties of the Borrowers GWI contained herein, agrees, in its individual capacity, to issue, issue and extend and renew for the account of the Borrowers 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 by the Borrowers GWI and agreed to by the Administrative AgentIssuing Lender; provided, however, that, at all times, after giving effect to such request, (ai) the sum outstanding Letter of Credit Obligations to support obligations of the aggregate Maximum Drawing Amount Domestic Borrowers and all Unpaid Reimbursement Obligations shall Subsidiaries organized under the laws of any political subdivision of the United States do not exceed $15,000,000 at any one time30,000,000, and (b) the sum of (i) all L/C Obligations, and (ii) the amount outstanding Letter of all Revolving Credit Loans 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, (iii) 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 Domestic Revolver Exposure shall not exceed the Total Aggregate Domestic Revolving Credit Commitment at any timeLoan Commitments. Notwithstanding the foregoingany other provisions of this Credit Agreement, the Administrative Issuing Lender shall not issue or extend a Letter of Credit after it has received notice from any Lender or any 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. (b) The Issuing Lender shall have no not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to support enjoin or secure restrain the Issuing Lender from issuing such Letter of Credit, or any Indebtedness law applicable to the Issuing 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 prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the 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 ▇▇▇▇▇ ▇▇▇▇▇ material to it; (ii) the issuance of such Letter of Credit would violate (A) any laws or (B) one or more policies of the Borrowers or any Issuing Lender applicable to letters of their Subsidiaries to the extent credit generally; provided that such Indebtedness was incurred policies have been disclosed to GWI prior to its request for the proposed issuance date of such Letter of Credit; (iii) except as otherwise agreed by the Issuing Lender, such Letter of Credit is in an initial face amount less than $50,000; (iv) such Letter of Credit is to be denominated in a currency other than Dollars, Euro, Australian Dollars or Canadian Dollars, as the case may be; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (vi) any Lender is at that time a Defaulting Lender, unless in any such case the Borrowers demonstrate Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the satisfaction of the Administrative Agent that Issuing Lender (xin its sole discretion) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by with the Borrowers or such Subsidiary Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to §6.17(a)(iv)) with respect to the proposed beneficiary of such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. (yc) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account The Issuing Lender shall act on behalf of the Borrowers or such Subsidiary Applicable Lenders with respect to any Letters of Credit issued by it and the reimbursement obligation documents associated therewith, and the Issuing Lender shall have all of the benefits and immunities (A) provided to the Agents in §16 with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Agents” as used in §16 included the Issuing Lender with respect to such letter of credit was fully secured by a prior perfected acts or omissions, and unavoidable security interest in collateral (B) as additionally provided herein with respect to the issuer of such letter of credit by the Borrowers or such SubsidiaryIssuing Lender.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof hereof, 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")so long as no Stop Issuance Notice is in effect, the Administrative Agent on behalf of the Lenders and each Issuing Bank in reliance upon the agreement agreements of the Lenders other Banks set forth in §5.1(d) and upon the representations and warranties this Section 2.18 agrees to issue Letters of the Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers one or more standby letters of credit (individually, a "Letter of Credit"), in such form as may be requested Credit from time to time by before the Borrowers and agreed to by Letter of Credit Termination Date upon the Administrative Agentrequest of the Borrower; provided, however, that, at all times, provided that immediately after giving effect to such request, each Letter of Credit is issued (ax) the sum Total Outstanding Amount shall not exceed the aggregate amount of the Commitments and (y) the aggregate Maximum Drawing Amount and amount of the Letter of Credit Liabilities of all Unpaid Reimbursement Obligations Banks shall not exceed $15,000,000 at any one time, 100,000,000; and (b) the sum of provided further that if (i) the Termination Date has been extended as to some but not all L/C Obligations, Banks pursuant to Section 2.01(b) and (ii) the amount Borrower requests the issuance of all Revolving a Letter of Credit Loans outstanding 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. Upon the date of issuance by an Issuing Bank of a Letter of Credit, 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 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 exceed the Total Revolving Credit Commitment at be affected by any time. Notwithstanding the foregoingcircumstance whatsoever, the Administrative Agent shall have no obligation to issue including any amendment, renewal or extension of any Letter of Credit to support or secure any Indebtedness the occurrence and continuance of a Default or reduction or termination of the Borrowers Commitments, and that each such payment shall be made without any offset, abatement, withholding or any of their 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 Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary to 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 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 the Borrowers or such Subsidiaryreduction whatsoever.

Commitment to Issue Letters of Credit. (i) The Borrower may from time to time request that the Issuing Bank issue a letter of credit pursuant to which the Issuing Bank shall be obligated to the beneficiary to pay any drawings made thereunder and the Banks shall be obligated to the Issuing Bank to participate ratably in such drawings in proportion to their respective Commitments as hereinafter provided. (ii) Subject to Section 2.07(a)(iv) below, and in accordance with its customary procedures (to the extent such procedures are not inconsistent with the terms of this Agreement), the Issuing Bank agrees, on the terms and conditions hereof 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 in reliance upon the agreement of the Lenders set forth in §5.1(d) this Agreement and upon at the representations and warranties request of the Borrowers contained herein, agrees, in its individual capacityBorrower, to issue, extend and renew issue Letters of Credit for the account of the Borrowers one Borrower or more standby letters any of credit (individually, a "Letter of Credit"), in such form as may be requested its Subsidiaries from time to time by prior to the Borrowers and agreed Termination Date. Each Bank agrees to by the Administrative Agent; provided, however, that, at all times, after giving effect participate ratably in proportion to such request, its Commitment in any drawings made under each Letter of Credit. (aiii) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at Notwithstanding any one time, and (b) the sum of (i) all L/C Obligations, and (ii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at reference in any time. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Existing Letter of Credit to support or secure any Indebtedness the Existing Credit Agreement, on and as of the Borrowers Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit and to have been issued pursuant to clause (ii) above on the Effective Date. (iv) In addition to the conditions precedent set forth in Article 3, the obligations of the Issuing Bank to issue Letters of Credit pursuant to clause (ii) above are subject to the additional conditions that: (A) no Letter of Credit shall have an expiry date later than one Domestic Business Day prior to the Termination Date; provided that with respect to a Letter of Credit issued for the purpose of providing credit support for obligations of the Borrower or any of their its Subsidiaries in connection with self-insurance provided by or insurance procured on behalf of the Borrower and its Subsidiaries, it shall not be a violation of the condition set forth in this clause (iv) if such Letter of Credit (1) is certified by an Authorized Officer of the Borrower to be required by applicable insurance law or regulation to provide, and does provide, that if there shall occur with respect to the extent that Issuing Bank one of the events described in Article 17 of the 1993 revision of the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce (Publication No. 500), as the same may be revised, amended, supplemented or superseded, the expiry date shall be extended until not later than a specified number of days (the "Extension Period") after the resumption of business of the Issuing Bank following such Indebtedness was incurred event and (2) provides for an expiry date prior to the proposed Termination Date by at least 30 days more than the number of days included in the Extension Period; and (B) the fact that, immediately after the issuance date of such Letter of Credit, unless in any such case the Borrowers demonstrate to the satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary to the proposed beneficiary of such no Bank's Letter of Credit or (y) Exposure will exceed such prior incurred Indebtedness was then secured or supported by a letter Bank's Letter of credit issued for the account of the Borrowers 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 the Borrowers or such SubsidiaryCredit Commitment.

Commitment to Issue Letters of Credit. Subject to and upon the terms and conditions hereof set forth herein, the Issuing Lender agrees that it will, at any time and from time to time on and after the execution Closing Date and delivery by prior to the Borrowers 30th day prior to the Revolving Loan Maturity Date, following its receipt of a letter of credit application on the Administrative Agent's customary form (a "respective Letter of Credit Application")Request, the Administrative Agent on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in §5.1(d) and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew issue for the account of the Borrowers Borrower, one or more standby letters Letters of credit (individuallyCredit as are permitted to remain outstanding hereunder without giving rise to a Default or an Event of Default, a "Letter of Credit"), in such form as may provided that the Issuing Lender shall be requested from time to time by the Borrowers and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time, and (b) the sum of (i) all L/C Obligations, and (ii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any time. Notwithstanding the foregoing, the Administrative Agent shall have under no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrowers types described above if at the time of such issuance: (i) any order, judgment or decree of any governmental authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit or any requirement of their Subsidiaries law applicable to the extent Issuing 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 prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Indebtedness Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect with respect to the Issuing Lender on the date hereof, or any unreimbursed loss, cost or expense which was incurred not applicable or in effect with respect to the Issuing Lender as of the date hereof and which the Issuing Lender reasonably and in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; or (ii) the Issuing Lender shall have received from the Borrower or the Required Lenders prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrowers demonstrate to the satisfaction notice of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest type described in collateral provided by the Borrowers or such Subsidiary to the proposed beneficiary second sentence 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 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 the Borrowers or such SubsidiarySection 3.3(b).

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof and the execution and delivery by the Borrowers of a letter of credit application on the Administrative Agent's Issuing Lender’s customary form (a "“Letter of Credit Application"”), the Administrative Agent Issuing Lender on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in §5.1(d) 3.1.4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue, issue and extend and renew for the account of the Borrowers one or more standby letters of credit (individuallyeach, 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 by the Borrowers and agreed to by the Administrative AgentIssuing Lender; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time, and (b) the sum of (i) all L/C Obligations, and (ii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any timeminus the aggregate outstanding amount of the Revolving Credit Loans, the Swing Line Loans and the Unpaid Reimbursement Obligations. Notwithstanding any other provisions of this Credit Agreement, the foregoing, Issuing Lender shall not issue or extend a Letter of Credit 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. (b) The Issuing Lender shall have no not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to support enjoin or secure any Indebtedness of restrain the Borrowers or any of their Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of Issuing Lender from issuing such Letter of Credit, unless in or any such case the Borrowers demonstrate Law applicable to the satisfaction Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Administrative Agent Issuing Lender shall prohibit, or request that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers Issuing Lender refrain from, the issuance of letters of credit generally or such Subsidiary Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the proposed beneficiary Issuing Lender is not otherwise compensated hereunder) not in effect on the 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 ▇▇▇▇▇ ▇▇▇▇▇ material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender; (yiii) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial stated amount less than $100,000; (iv) such prior incurred Indebtedness was then secured Letter of Credit is to be denominated in a currency other than Dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under §3.3 exists or supported by any Revolving Credit Lender is at such time a letter of credit issued for Delinquent Lender hereunder, unless the account of Issuing Lender has entered into satisfactory arrangements with the Borrowers or such Subsidiary and Revolving Credit Lender to eliminate the reimbursement obligation Issuing Lender’s risk 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 the Borrowers or such SubsidiaryRevolving Credit Lender.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof 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 Banks and in reliance upon the agreement of the Lenders Banks set forth in §5.1(d) Section 2B.1.4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the 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 by the Borrowers and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 7,500,000 at any one time, time and (b) the sum of (i) the Maximum Drawing Amount on all L/C Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iiiii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any timeCommitment. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrowers Borrower or any of their 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 Administrative Agent that (x) such prior incurred Indebtedness was were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was were then secured or supported by a letter of credit issued for the account of the Borrowers 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 the Borrowers or such Subsidiary.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers of a letter of credit application on the Administrative Agentapplicable Issuing Bank's customary form (a "Letter of Credit Application"), the Administrative Agent such Issuing Bank on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in §5.1(d) Section 4.1.4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers 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 by the applicable Borrower or, as the case may be, Borrowers and agreed to by the Administrative Agentapplicable Issuing Bank; provided, however, that, at all times, 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 $15,000,000 75,000,000 (the "Letter of Credit Sublimit") at any one time, and (b) the sum Dollar Equivalent of the Total Facility Usage shall not exceed the lesser of (i) all L/C Obligations, and the Total Commitment at such time or (ii) the amount Aggregate Borrowing Base as then in effect, (c) the sum of all Revolving the Dollar Equivalent of (x) the Co-Borrower Loans outstanding, plus (y) the LC Exposure in respect of Letters of Credit issued for the account of the Co-Borrowers, plus (z) the Swingline Loans outstanding outstanding, shall not exceed the lesser of (x) the Total Revolving Credit Commitment at any timesuch time or (y) the Domestic Borrowing Base as then in effect, and (d) the sum of the Dollar Equivalent of (x) the LC Exposure in respect of Letters of Credit 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. Notwithstanding Each Issuing Bank shall provide the foregoingAdministrative Agent, on a monthly basis, a report on the Maximum Drawing Amount of outstanding Letters of Credit. The Administrative Agent shall have 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 under any obligation to issue any Letter of Credit if: (a) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to support enjoin or secure any Indebtedness of the Borrowers or any of their Subsidiaries to the extent that restrain such Indebtedness was incurred prior to the proposed issuance date of Issuing Bank from issuing such Letter of Credit, unless in or any laws applicable to such case Issuing Bank or any request or directive (whether or not having the Borrowers demonstrate to force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the satisfaction issuance of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers letters of credit generally or such Subsidiary to the proposed beneficiary of such Letter of Credit in particular or (y) shall impose upon 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 reimbursement obligation Issuing Bank with respect to such letter Letter of credit Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was fully secured by not applicable on the Closing Date and which such Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; or (b) a prior perfected and unavoidable security interest in collateral provided default of any Lender's obligations to fund under this Section 4 exists or any Lender is at such time a Delinquent Lender hereunder, unless such Issuing Bank has entered into satisfactory arrangements with the issuer of such letter of credit by the applicable Borrowers or such SubsidiaryLender to eliminate such Issuing Bank's risk with respect to such Lender.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers Borrower of a letter of credit application on the Administrative Agent's customary form (a "Letter of Credit Application")Request, the Administrative Agent each Issuing Bank, on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in §5.1(d) 4.1.4 and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers 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 Borrowers Borrower and agreed to by the Administrative Agentrespective Issuing Bank; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 10,000,000 at any one time, time and (b) the sum of (i) the Maximum Drawing Amount on all L/C Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iiiii) the amount of all Revolving Credit Loans outstanding shall not exceed the lesser of (A) the Total Revolving Credit Commitment at any such time and (B) the Borrowing Base at such time. Notwithstanding the foregoing, the Administrative Agent no Issuing Bank shall have no any obligation to issue any Letter of Credit (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 Borrowers Borrower or any of their 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 Borrower demonstrates to the satisfaction of the Administrative Agent respective Issuing Bank that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers Borrower or such Subsidiary to 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 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 the Borrowers Borrower or such Subsidiary. In addition, the Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Restatement Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Restatement Effective Date and which the Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally (and, if any requested Letter of Credit would violate such policies and the Issuing Bank refuses to issue such Letter of Credit on the basis thereof, the Issuing Bank shall promptly notify the Borrower of the details thereof); (C) except as otherwise agreed by the Administrative Agent and the Issuing Bank, such Letter of Credit is in an initial stated amount less than $100,000; (D) any Lender is at that time a Defaulting Lender hereunder, unless, in any such case, the Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.11(a)(iv) and (v)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. The Issuing Bank shall not amend any Letter of Credit if the Issuing Bank would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. The Issuing Bank shall be under no obligation to amend any Letter of Credit if (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. The Issuing Bank shall act on behalf of the Lenders and the Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article 14 with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it under such Facility and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article 14 included the Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Issuing Bank.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers Borrower of a letter of credit application on the Administrative Agent's ’s customary form (a "“Letter of Credit Application"”), the Administrative Agent on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in §5.1(d) 5.1.4 and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers Borrower one or more standby letters of credit (individually, a "“Letter of Credit"”), in such form as may be requested from time to time by the Borrowers Borrower and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 100,000,000 at any one time, time and (b) the sum of (i) the Maximum Drawing Amount on all L/C Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iiiii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any 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 an Excluded Subsidiary or any Indebtedness of the Borrowers Borrower or any of their 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 Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary to 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 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 the Borrowers or such Subsidiary.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof 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 in reliance upon the agreement of the Revolving Credit Lenders set forth in §5.1(d) and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of 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 by the Borrowers and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time, and (b) the sum of (i) all L/C Obligations, and (ii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any time. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrowers or any of their 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 Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary to 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 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 the Borrowers or such Subsidiary.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and hereof, upon the execution and delivery by the Borrowers Borrower of a letter of credit application on the Administrative Agent's L/C Issuer’s customary form (a "“Letter of Credit Application"”), the Administrative Agent L/C Issuer on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §5.1(d) 4 and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers Borrower one or more standby letters of credit (individually, a "“Letter of Credit"”), in such form as may be requested from time to time by the Borrowers Borrower, and agreed to by the Administrative AgentL/C Issuer; provided, however, that, at all times, after giving effect to such request, (ai) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 the Letter of Credit Sublimit at any one time, and (bii) the sum of (i) all L/C Obligations, and (ii) the outstanding principal amount of all the Revolving Credit 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 Revolving Credit Commitment at any such time and (y) the Borrowing Base at such time. Notwithstanding Each request by the foregoing, Borrower for the Administrative Agent shall have no obligation to issue any issuance or amendment of a Letter of Credit shall be deemed to support be a representation by the Borrower that the issuance or secure any Indebtedness of amendment so requested complies with the Borrowers or any of their Subsidiaries conditions set forth in the proviso to the extent that such Indebtedness was incurred prior preceding sentence. Within the foregoing limits, and subject to the proposed issuance date of such Letter of Creditterms and conditions hereof, unless in any such case the Borrowers demonstrate Borrower’s ability to the satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary to the proposed beneficiary of such Letter obtain Letters of Credit or (y) such prior incurred Indebtedness was then secured or supported by a letter shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of credit Credit to replace Letters of Credit issued for the account of the Borrowers Borrower or such Subsidiary that have expired or that have been drawn upon 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 the Borrowers or such Subsidiaryreimbursed.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and hereof, upon the execution and delivery by the Borrowers any Borrower of a letter of credit application on the Administrative Agent's L/C Issuer’s customary form (a "“Letter of Credit Application"”), the Administrative Agent L/C Issuer on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §5.1(d) 4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers 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 by the Borrowers 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 Administrative AgentL/C Issuer; provided, however, that, at all times, after giving effect to such request, (ai) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 the Letter of Credit Sublimit at any one time, and (bii) the sum of (i) all L/C Obligations, and (ii) the outstanding principal amount of all the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus the outstanding amount of Swing Line Loans shall not exceed the Total Revolving Credit Commitment at any time. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter lesser of Credit to support or secure any Indebtedness of the Borrowers or any of their 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 Administrative Agent that (x) the Total Commitment at such prior incurred Indebtedness was then fully secured by a prior perfected time and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such prior incurred Indebtedness was then secured or supported by a letter time and (iii) the sum of credit the outstanding amount of the CAI Revolving Credit Loans, plus the Maximum Drawing Amount and all 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 Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrowers that the issuance or amendment so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, any Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly any Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit issued for the account of such Borrower or such Subsidiary that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the reimbursement obligation with respect Closing Date shall be subject 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 governed by the Borrowers or such Subsidiaryterms and conditions hereof.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof set forth in this Agreement, at any time and from time to time from the execution and Closing Date through the day that is one-hundred twenty (120) days prior to the Maturity Date, the Fronting Bank shall issue such Letters of Credit as the Borrower may request upon the delivery by the Borrowers of a letter of credit application written request on the Administrative Agent's Fronting Bank’s customary form as part of a Completed Loan Request (a "“Letter of Credit Application"”). Subject to the terms and conditions set forth in this Agreement, the Administrative Agent Fronting Bank on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in §5.1(d) 5.1.4 and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers Borrower one or more standby letters of credit (individually, a "“Letter of Credit"”), in such form as may be requested from time to time by the Borrowers Borrower and agreed to by the Administrative AgentFronting Bank; provided, however, that, at all times, after giving effect to such requestCompleted Loan Request, (a) the sum of the aggregate Maximum Drawing Amount and plus all Unpaid Reimbursement Obligations (to the extent, if any, not yet deemed a Revolving Credit Loan pursuant to §5.3), shall not exceed $15,000,000 at any one time, time and (b) the sum of (i) the Maximum Drawing Amount and, without double counting, all L/C ObligationsReimbursement Obligations (to the extent, if any, not yet deemed a Revolving Credit Loan pursuant to §5.3) and (ii) the amount of all Revolving Credit Loans outstanding shall not exceed the lesser of (x) the Total Revolving Credit Commitment in effect at any such time and (y) the Availability at such time. Notwithstanding the foregoing, the Administrative Agent Each Letter of Credit Application shall be executed by an officer of Borrower. The Fronting Bank shall be entitled to conclusively rely on such Person’s authority to request a Letter of Credit on behalf of Borrower. The Fronting Bank shall have no obligation duty to issue verify the authenticity of any signature appearing on a Letter of Credit Request. The Borrower assumes all risks with respect to the use of the Letters of Credit. Unless the Fronting Bank and the Majority Lenders otherwise consent, the term of any Letter of Credit to support or secure any Indebtedness shall not exceed a period of time commencing on the issuance of the Borrowers or any Letter of their Subsidiaries to Credit and ending on the extent that such Indebtedness was incurred date which is one year thereafter and shall not expire on a date later than sixty (60) days prior to the proposed Maturity Date (but in any event the term shall not extend beyond the Maturity Date). As of any applicable date of determination, the amount available to be drawn under any Letter of Credit shall reduce on a dollar-for-dollar basis the amount available to be drawn under the Total Commitment as a Loan. Each Letter of Credit Application shall be submitted to the Fronting Bank at least ten (10) Business Days (or such shorter period as the Fronting Bank may approve) prior to the date upon which the requested Letter of Credit is to be issued. Each such Letter of Credit Application shall contain (i) a statement as to the purpose for which such Letter of Credit shall be used (which purpose shall be in accordance with the terms of this Agreement), and (ii) a certification by the chief financial or chief accounting officer of Borrower that the Borrower is and will be in compliance with all covenants under the Loan Documents after giving effect to the issuance date of such Letter of Credit, unless in any such case the Borrowers demonstrate . The Borrower shall further deliver to the satisfaction Fronting Bank such additional applications and documents as the Fronting Bank may require, in conformity with the then standard practices of its letter of credit department, in connection with the issuance of such Letter of Credit; provided that in the event of any conflict, the terms of this Agreement shall control. The Fronting Bank shall, if it approves of the Administrative Agent that content of the Letter of Credit request (x) such prior incurred Indebtedness was then fully secured by a prior perfected which approval shall not be unreasonably withheld), and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary subject to the proposed beneficiary conditions set forth in this Agreement, issue the Letter of Credit on or before ten (10) Business Days following receipt of the documents last due pursuant to §2.10(b). Each Letter of Credit shall be in form and substance reasonably satisfactory to the Fronting Bank in its reasonable discretion. Upon issuance of a Letter of Credit, the Fronting Bank shall provide notice of the issuance of such Letter of Credit or (y) to the Lenders and shall provide a copy of such prior incurred Indebtedness was then secured or supported by Letter of Credit to any Lender that requests a letter copy. Upon the issuance of credit issued for the account a Letter of Credit, each Revolving Credit Lender shall be deemed to have purchased a participation therein from Fronting Bank in an amount equal to its respective Commitment Percentage of the Borrowers or amount of such Subsidiary and the reimbursement Letter of Credit. No Lender’s obligation to participate in a Letter of Credit shall be affected by any other Lender’s failure to perform as required herein with respect to such letter Letter of credit was fully secured by Credit or any other Letter of Credit. The issuance of any supplement, modification, amendment, renewal or extension to or of any Letter of Credit shall be treated in all respects the same as the issuance of a prior perfected and unavoidable security interest in collateral provided to the issuer new Letter of such letter of credit by the Borrowers or such SubsidiaryCredit.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers Borrower of a letter of credit application on the Administrative AgentBKB's customary form (a "Letter of Credit Application"), the Administrative Agent on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in §5.1(d) and BKB upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers Borrower one or more standby letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time by the Borrowers Borrower and agreed to by the Administrative AgentBKB; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 5,000,000 at any one time, and (b) the sum of (i) all L/C Obligations, and (ii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any time. Notwithstanding the foregoing, the Administrative Agent BKB shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrowers Borrower or any of their 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 Borrower demonstrates to the satisfaction of the Administrative Agent BKB that (x) such prior incurred Indebtedness was were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was were then secured or supported by a letter of credit issued for the account of the Borrowers 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 the Borrowers Borrower or such Subsidiary. The letters of credit issued by BKB under the Amended and Restated Revolving Credit and Term Loan Agreement dated as of June 29, 1994 (as amended and in effect as of the Closing Date) by and among the Borrower, PFR, Bank of Tokyo, Ltd., Atlanta Agency, First American National Bank, the other banking institutions party thereto, and BKB, individually and as Agent for the 37 -30- Banks, a list of which is attached hereto as Schedule 7.1.1 shall be Letters of Credit under this Credit Agreement.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof and the execution and delivery by the Borrowers GWI of a letter of credit application on the Administrative Agent's Issuing Lender’s customary form (a "“Letter of Credit Application"”), the Administrative Agent Issuing Lender on behalf of the Applicable Lenders and in reliance upon the agreement of the Applicable Lenders set forth in §5.1(d) 5.1.4 and upon the representations and warranties of the Borrowers GWI contained herein, agrees, in its individual capacity, to issueissue and extend for the account of GWI (to support obligations of GWI, extend and renew 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 Borrowers 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 by the Borrowers GWI and agreed to by the Administrative AgentIssuing Lender; provided, however, that, at all times, after giving effect to such request, (ai) the sum outstanding Letter of Credit Obligations to support obligations of the aggregate Maximum Drawing Amount Domestic Borrowers and all Unpaid Reimbursement Obligations shall Subsidiaries organized under the laws of any political subdivision of the United States do not exceed $15,000,000 at any one time30,000,000, and (b) the sum of (i) all L/C Obligations, and (ii) the amount outstanding Letter of all Revolving Credit Loans 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, (iii) 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 Domestic Revolver Exposure shall not exceed the Total Aggregate Domestic Revolving Credit Commitment at any timeLoan Commitments. Notwithstanding the foregoingany other provisions of this Credit Agreement, the Administrative Issuing Lender shall not issue or extend a Letter of Credit after it has received notice from any Lender or any 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. (b) The Issuing Lender shall have no not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to support enjoin or secure restrain the Issuing Lender from issuing such Letter of Credit, or any Indebtedness law applicable to the Issuing 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 prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the 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 ▇▇▇▇▇ ▇▇▇▇▇ material to it; (ii) the issuance of such Letter of Credit would violate (A) any laws or (B) one or more policies of the Borrowers or any Issuing Lender applicable to letters of their Subsidiaries to the extent credit generally; provided that such Indebtedness was incurred policies have been disclosed to GWI prior to its request for the proposed issuance date of such Letter of Credit; (iii) except as otherwise agreed by the Issuing Lender, such Letter of Credit is in an initial face amount less than $50,000; (iv) such Letter of Credit is to be denominated in a currency other than Dollars, Euro, Canadian Dollars, GBP or any other Alternative Currency, as the case may be; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (vi) any Lender is at that time a Defaulting Lender, unless in any such case the Borrowers demonstrate Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the satisfaction of the Administrative Agent that Issuing Lender (xin its sole discretion) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by with the Borrowers or such Subsidiary Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to §6.17(a)(iv)) with respect to the proposed beneficiary of such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. (yc) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account The Issuing Lender shall act on behalf of the Borrowers or such Subsidiary Applicable Lenders with respect to any Letters of Credit issued by it and the reimbursement obligation documents associated therewith, and the Issuing Lender shall have all of the benefits and immunities (A) provided to the Agents in §16 with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Agents” as used in §16 included the Issuing Lender with respect to such letter of credit was fully secured by a prior perfected acts or omissions, and unavoidable security interest in collateral (B) as additionally provided herein with respect to the issuer of such letter of credit by the Borrowers or such SubsidiaryIssuing Lender.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers Borrower of a letter of credit application on the Administrative Dollar Agent's customary form (a "Letter of Credit Application"), the Administrative Dollar Agent on behalf of the Lenders Dollar Banks and in reliance upon the agreement of the Lenders Dollar Banks set forth in §5.1(d) Section 4.1.4 and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers 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 Borrowers Borrower and agreed to by the Administrative Dollar Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 5,000,000.00 at any one time, time and (b) the sum of (i) the Maximum Drawing Amount on all L/C Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iiiii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any timeRevolver Commitment. Notwithstanding the foregoing, the Administrative Dollar Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrowers Borrower or any of their 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 Borrower demonstrates to the satisfaction of the Administrative Dollar Agent that (x) such prior incurred Indebtedness was were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was were then secured or supported by a letter of credit issued for the account of the Borrowers 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 the Borrowers Borrower or such Subsidiary.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers Borrower of a letter of credit application on the Administrative Agent's Bank’s customary form (a "“Letter of Credit Application"”), the Administrative Agent on behalf of the Lenders and Bank in reliance upon the agreement of the Lenders set forth in §5.1(d) and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacitysole and absolute discretion, to issue, extend and renew for the account of the Borrowers Borrower one or more standby letters of credit (individually, a "“Letter of Credit"”), in such form as may be requested from time to time by the Borrowers Borrower and agreed to by the Administrative AgentBank; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 500,000 at any one time, time and (b) the sum of (i) the Maximum Drawing Amount on all L/C Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iiiii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any time. Notwithstanding the foregoing, the Administrative Agent Bank shall have no obligation to not issue any Letter of Credit to support or secure any Indebtedness of the Borrowers Borrower or any of their 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 Borrower demonstrates to the satisfaction of the Administrative Agent Bank that (x) such prior incurred Indebtedness was were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was were then secured or supported by a letter of credit issued for the account of the Borrowers 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 the Borrowers Borrower or such Subsidiary.

Commitment to Issue Letters of Credit. Subject to the terms and ------------------------------------- conditions hereof and the execution and delivery by the Borrowers any Borrower of a letter of credit application on the Administrative AgentIssuing Bank's customary form (a "Letter of Credit Application"), the Administrative Agent on behalf of the ------ -- ------ ----------- Lenders and in reliance upon the agreement of the Lenders set forth in §5.1(d) Section 4.1.4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, agrees to (i) cause the Issuing Bank to issue, extend and renew for the account of 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 by the Borrowers any ------ Borrower and agreed to by the Administrative AgentAgent and the Issuing Bank and (ii) execute a Letter of Credit Guaranty to support the reimbursement obligations of the Borrowers with respect to the Letters of Credit; provided, however, that, at all times, after giving effect to such request, (a) the sum -------- ------- of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 30,000,000 at any one time, time and (b) the sum of (i) the Maximum Drawing Amount on all L/C Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iiiii) 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. Any amounts paid by the Issuing Bank under any Letter of Credit and any amounts paid by the Administrative Agent under any Letter of Credit Guaranty shall be treated as Revolving Credit Commitment Loans, shall be secured by all of the Collateral and shall bear interest and be payable at any timethe same rate and in the same manner as Revolving Credit Loans. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to cause the Issuing Bank to issue any Letter of Credit to support or secure any Indebtedness of the Borrowers or any of their 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 Administrative Agent that (x) such prior incurred Indebtedness was were then fully secured by a prior perfected and unavoidable unvoidable security interest in collateral provided by the Borrowers any Borrower or such any Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was were then secured or supported by a letter of credit issued for the account of the Borrowers any such Borrower or any 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 the Borrowers any such Borrower or any such Subsidiary.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof hereof, 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")so long as no Stop Issuance Notice is in effect, the Administrative Agent on behalf of the Lenders and each Issuing Bank in reliance upon the agreement agreements of the Lenders other Banks set forth in §5.1(d) and upon the representations and warranties this Section 2.18 agrees to issue Letters of the Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers one or more standby letters of credit (individually, a "Letter of Credit"), in such form as may be requested Credit from time to time by before the Borrowers and agreed to by Letter of Credit Termination Date upon the Administrative Agentrequest of the Borrower; provided, however, that, at all times, provided that immediately after giving effect to such request, each Letter of Credit is issued (ax) the sum Total Outstanding Amount shall not exceed the aggregate amount of the Commitments and (y) the aggregate Maximum Drawing Amount and amount of the Letter of Credit Liabilities of all Unpaid Reimbursement Obligations Banks shall not exceed $15,000,000 at any one time, 100,000,000; and (b) the sum of provided further that if (i) the Termination Date has been extended as to some but not all L/C Obligations, Banks pursuant to Section 2.01(b) and (ii) the amount Borrower requests the issuance of all Revolving a Letter of Credit Loans outstanding 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. 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 exceed the Total Revolving Credit Commitment at be affected by any time. Notwithstanding the foregoingcircumstance whatsoever, the Administrative Agent shall have no obligation to issue including any amendment, renewal or extension of any Letter of Credit to support or secure any Indebtedness the occurrence and continuance of a Default or reduction or termination of the Borrowers Commitments, and that each such payment shall be made without any offset, abatement, withholding or any of their 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 Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary to 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 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 the Borrowers or such Subsidiaryreduction whatsoever.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof and the execution and delivery by the Borrowers Borrower of a letter of credit application on the Administrative Agent's ’s customary form (a "“Letter of Credit Application"”), the Administrative Agent on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in §5.1(d) 5.1.4 and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers Borrower one or more standby letters of credit (individually, a "“Letter of Credit"”), in such form as may be requested from time to time by the Borrowers Borrower and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (ai) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 50,000,000 at any one time, time and (bii) the sum of (i1) the Maximum Drawing Amount on all Letters of Credit, (2) all L/C Unpaid Reimbursement Obligations, and (ii3) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any such time. . (b) Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit Credit: (i) to support or secure any Indebtedness of an Excluded Subsidiary; (ii) to support or secure any Indebtedness of the Borrowers Borrower or any Subsidiary of their Subsidiaries the Borrower to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit; (iii) if any order, unless in judgment or decree of any such case the Borrowers demonstrate Governmental Authority or arbitrator shall by its terms purport to the satisfaction of enjoin or restrain the Administrative Agent from issuing such Letter of Credit, or any Law applicable to the Administrative Agent or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Administrative Agent shall prohibit, or request that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers Administrative Agent refrain from, the issuance of letters of credit generally or such Subsidiary Letter of Credit in particular or shall impose upon the Administrative Agent with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the proposed beneficiary Administrative Agent is not otherwise compensated hereunder) not in effect on the Funding Date, or shall impose upon the Administrative Agent any unreimbursed loss, cost or expense which was not applicable on the Funding Date and which the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iv) if the issuance of such Letter of Credit would violate one or (y) such prior incurred Indebtedness was then secured or supported by a letter more policies of the Administrative Agent applicable to letters of credit issued generally; (v) except as otherwise agreed by the Administrative Agent, if such Letter of Credit is in an initial stated amount less than $100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit; (vi) if such Letter of Credit is to be denominated in a currency other than Dollars; (vii) if such Letter of Credit contains any provision for the account automatic reinstatement of the Borrowers stated amount after any drawing thereunder; or (viii) if a default of any Lender’s obligations to fund under §5.1.4 exists or any Lender is at such time a Delinquent Lender hereunder, unless the Administrative Agent has entered into satisfactory arrangements with the Borrower or such Subsidiary and Lender to eliminate the reimbursement obligation Administrative Agent’s risk 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 the Borrowers or such SubsidiaryLender.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof and the execution and delivery by the Borrowers GWI of a letter of credit application on the Administrative Agent's Issuing Lender’s customary form (a "“Letter of Credit Application"”), the Administrative Agent Issuing Lender on behalf of the Applicable Lenders and in reliance upon the agreement of the Applicable Lenders set forth in §5.1(d) 5.1.4 and upon the representations and warranties of the Borrowers GWI contained herein, agrees, in its individual capacity, to issue, issue and extend and renew for the account of the Borrowers 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 by the Borrowers GWI and agreed to by the Administrative AgentIssuing Lender; provided, however, that, at all times, after giving effect to such request, (ai) the sum outstanding Letter of Credit Obligations to support obligations of the aggregate Maximum Drawing Amount Domestic Borrowers and all Unpaid Reimbursement Obligations shall Subsidiaries organized under the laws of any political subdivision of the United States do not exceed $15,000,000 at any one time30,000,000, and (b) the sum of (i) all L/C Obligations, and (ii) the amount outstanding Letter of all Revolving Credit Loans 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, (iii) 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 Domestic Revolver Exposure shall not exceed the Total Aggregate Domestic Revolving Credit Commitment at any timeLoan Commitments. Notwithstanding the foregoingany other provisions of this Credit Agreement, the Administrative Issuing Lender shall not issue or extend a Letter of Credit after it has received notice from any Lender or any 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. (b) The Issuing Lender shall have no not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to support enjoin or secure restrain the Issuing Lender from issuing such Letter of Credit, or any Indebtedness law applicable to the Issuing 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 prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the 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 ▇▇▇▇▇ ▇▇▇▇▇ material to it; (ii) the issuance of such Letter of Credit would violate (A) any laws or (B) one or more policies of the Borrowers or any Issuing Lender applicable to letters of their Subsidiaries to the extent credit generally; provided that such Indebtedness was incurred policies have been disclosed to GWI prior to its request for the proposed issuance date of such Letter of Credit; (iii) except as otherwise agreed by the Issuing Lender, such Letter of Credit is in an initial face amount less than $50,000; (iv) such Letter of Credit is to be denominated in a currency other than Dollars, Euro, Australian Dollars, Canadian Dollars, GBP or any other Alternative Currency, as the case may be; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (vi) any Lender is at that time a Defaulting Lender, unless in any such case the Borrowers demonstrate Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the satisfaction of the Administrative Agent that Issuing Lender (xin its sole discretion) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by with the Borrowers or such Subsidiary Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to §6.17(a)(iv)) with respect to the proposed beneficiary of such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. (yc) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account The Issuing Lender shall act on behalf of the Borrowers or such Subsidiary Applicable Lenders with respect to any Letters of Credit issued by it and the reimbursement obligation documents associated therewith, and the Issuing Lender shall have all of the benefits and immunities (A) provided to the Agents in §16 with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Agents” as used in §16 included the Issuing Lender with respect to such letter of credit was fully secured by a prior perfected acts or omissions, and unavoidable security interest in collateral (B) as additionally provided herein with respect to the issuer of such letter of credit by the Borrowers or such SubsidiaryIssuing Lender.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers Borrower of a letter of credit application on the Administrative Agent's ’s customary form (a "“Letter of Credit Application"”), the Administrative Agent on behalf of the Lenders Banks and in reliance upon the agreement of the Lenders Banks set forth in §5.1(d) 4.1.4 and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers 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 Borrowers Borrower and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time, and (b) the sum of (A) all Drawing Amounts on all Letters of Credit plus and Unpaid Reimbursement Amounts shall not exceed the Maximum Drawing Amount, and (B) (i) all L/C Drawing Amounts on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iiiii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any timeCommitment. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrowers Borrower or any of their 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 Borrower demonstrates to the reasonable satisfaction of the Administrative Agent that (xA) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (yB) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account of the Borrowers 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 the Borrowers Borrower or such Subsidiary.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers Borrower of a letter of credit application on the Administrative AgentL/C Issuer's customary form (a "Letter of Credit Application"), the Administrative Agent L/C Issuer on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in §5.1(d) 4.1.4 and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers 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 Borrowers Borrower and agreed to by the Administrative AgentL/C Issuer; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 25,000,000 at any one time, time and (b) the sum of (i) the Maximum Drawing Amount on all L/C Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iiiii) the amount of all Revolving Credit Loans outstanding shall not exceed the lesser of (A) the Total Revolving Commitment and (B) the Borrowing Base. Each of the "Letters of Credit" as defined in the Prior Credit Commitment at any timeAgreement shall automatically be deemed to be a Letter of Credit issued under this Credit Agreement for the account of the Borrower on the Closing Date. Notwithstanding the foregoing, the Administrative Agent L/C Issuer shall have no obligation to issue any Letter more than $5,000,000 in aggregate face amount outstanding of Letters of Credit to support or secure any Indebtedness of the Borrowers Borrower or any of their its Subsidiaries to the extent that such Indebtedness was incurred more than ten Business Days prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrowers demonstrate Borrower demonstrates to the reasonable satisfaction of the Administrative Agent L/C Issuer that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers Borrower or such Subsidiary to 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 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 the Borrowers Borrower or such SubsidiarySubsidiary or (z) the original agreement under which such Indebtedness was incurred required the delivery of such letter of credit and such requirement was not conditioned on a change in the Borrower's financial condition after the date of the original agreement.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers Borrower of a letter the Master Letter of credit application Credit Agreement of even date herewith between LaSalle and Borrower and such other documents as are customarily required by LaSalle based on the Administrative AgentLaSalle's customary form (a collectively, the "Letter of Credit Application"), the Administrative Agent LaSalle on behalf of the Lenders Banks and in reliance upon the agreement of the Lenders Banks set forth in §5.1(d) Section 5.1.4 and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers 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 Borrowers Borrower and agreed to by LaSalle, and Fleet agrees to continue to be the Administrative Agentissuing Bank, on behalf of each of the Banks with respect to each of the Fleet Letters of Credit (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, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 15,000,000.00 at any one time, time and (b) the sum of (i) the Maximum Drawing Amount on all L/C Letters of Credit, (ii) all Reimbursement Obligations, and (iiiii) the amount of all Revolving Credit Loans outstanding outstanding, and (iii) the Fair Market Value of Consigned Precious Metals shall not exceed the lesser of (A) the Total Revolving Revolver Commitment and (B) the Borrowing Base. For purposes of Letters of Credit Commitment at any timesubject to the terms of this Credit Agreement, LaSalle and Fleet are collectively referred to as the "Issuing Banks". Notwithstanding the foregoing, the Administrative Agent LaSalle shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrowers Borrower or any of their 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 Borrower demonstrates to the satisfaction of the Administrative Agent LaSalle that (x) such prior incurred Indebtedness was were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers Borrower or such Subsidiary to 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 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 the Borrowers Borrower or such Subsidiary.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers 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 Banks and in reliance upon the agreement of the Lenders Banks set forth in §5.1(d) Section 5.1.4 and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew Letters of Credit for the account of the Borrowers one or more standby letters of credit (individually, a "Letter of Credit"), Borrower in such form as may be requested from time to time by the Borrowers Borrower and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, at no time shall (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 the Letter of Credit Limit in effect at any one such time, and (b) the sum of (i) the Maximum Drawing Amount on all L/C Letters of Credit, (ii) all Unpaid Reimbursement Obligations, (iii) the amount of all Swing Line Loans outstanding, and (iiiv) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any timeCommitment. Notwithstanding The parties hereto hereby acknowledge and agree that the foregoing, the Administrative Agent shall have no obligation to issue any IRB Letter of Credit shall on the Closing Date be deemed to support or secure any Indebtedness of the Borrowers or any of their Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Creditbe, unless in any such case the Borrowers demonstrate to the satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by and shall become, a prior perfected and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary to 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 outstanding hereunder for the account of the Borrowers or such Subsidiary Borrower, and shall be subject to all of the reimbursement obligation provisions of this Credit Agreement relating to Letters of Credit issued hereunder. Each of the Banks acknowledges that it has made arrangements with the other Banks satisfactory to it with respect to such letter its pro rata share of credit was fully secured by a any portion of Letter of Credit Fees relating to periods after the Closing Date paid prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit Closing Date by the Borrowers or such SubsidiaryBorrower in respect of the IRB Letter of Credit.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers of a letter of credit application on the Administrative AgentIssuing Lender's customary form (a "Letter of Credit Application"), the Administrative Agent Issuing Lender on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in §5.1(d) 3.1.4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue, issue and extend and renew for the account of the Borrowers one or more standby letters of credit (individuallyeach, 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 by the Borrowers and agreed to by the Administrative AgentIssuing Lender; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time, and (b) the sum of (i) all L/C Obligations, and (ii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any timeminus the aggregate outstanding amount of the Revolving Credit Loans, the Swing Line Loans and the Unpaid Reimbursement Obligations. Notwithstanding any other provisions of this Credit Agreement, the foregoing, Issuing Lender shall not issue or extend a Letter of Credit 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 have no not be under any obligation to issue any Letter of Credit if: any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to support enjoin or secure any Indebtedness of restrain the Borrowers or any of their Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of Issuing Lender from issuing such Letter of Credit, unless in or any such case the Borrowers demonstrate Law applicable to the satisfaction Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Administrative Agent Issuing Lender shall prohibit, or request that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers Issuing Lender refrain from, the issuance of letters of credit generally or such Subsidiary Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the proposed beneficiary Issuing Lender is not otherwise compensated hereunder) not in effect on the 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 ▇▇▇▇▇ ▇▇▇▇▇ material to it; the issuance of such Letter of Credit would violate one or (y) more policies of the Issuing Lender; except as otherwise agreed by the Administrative Agent and the Issuing Lender, such prior incurred Indebtedness was then secured Letter of Credit is in an initial stated amount less than $100,000; such Letter of Credit is to be denominated in a currency other than Dollars; such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or supported by a letter default of credit issued for any Revolving Credit Lender's obligations to fund under 3.3 exists or any Revolving Credit Lender is at such time a Delinquent Lender hereunder, unless the account of Issuing Lender has entered into satisfactory arrangements with the Borrowers or such Subsidiary and Revolving Credit Lender to eliminate the reimbursement obligation Issuing Lender's risk 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 the Borrowers or such SubsidiaryRevolving Credit Lender.

Commitment to Issue Letters of Credit. Subject to and upon the terms and conditions hereof set forth herein, the Issuing Lender agrees that it will, at any time and from time to time on and after the execution Closing Date and delivery by prior to the Borrowers 30th day prior to the Revolving Loan Maturity Date, following its receipt of a letter of credit application on the Administrative Agent's customary form (a "respective Letter of Credit Application")Request, the Administrative Agent on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in §5.1(d) and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew issue for the account of the Borrowers Borrower, one or more standby letters Letters of credit (individuallyCredit as are permitted to remain outstanding hereunder without giving rise to a Default or an Event of Default, a "Letter of Credit"), in such form as may provided that the Issuing Lender shall be requested from time to time by the Borrowers and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time, and (b) the sum of (i) all L/C Obligations, and (ii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any time. Notwithstanding the foregoing, the Administrative Agent shall have under no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrowers types described above if at the time of such issuance: (i) any order, judgment or decree of any governmental authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit or any requirement of their Subsidiaries law applicable to the extent Issuing 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 prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Indebtedness Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect with respect to the Issuing Lender on the date hereof, or any unreimbursed loss, cost or expense which was incurred not applicable or in effect with respect to the Issuing Lender as of the date hereof and which the Issuing Lender reasonably and in good f▇▇▇▇ ▇▇▇▇▇ material to it; or (ii) the Issuing Lender shall have received from the Borrower or the Required Lenders prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrowers demonstrate to the satisfaction notice of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest type described in collateral provided by the Borrowers or such Subsidiary to the proposed beneficiary second sentence 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 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 the Borrowers or such SubsidiarySection 3.3(b).

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof hereof, 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")so long as no Stop Issuance Notice is in effect, the Administrative Agent on behalf of the Lenders and each Issuing Lender in reliance upon the agreement agreements of the other Lenders set forth in §5.1(d) and upon the representations and warranties this Section 2.15 agrees to issue Letters of the Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers one or more standby letters of credit (individually, a "Letter of Credit"), in such form as may be requested Credit from time to time by before the Borrowers and agreed to by Letter of Credit Termination Date upon the Administrative Agentrequest of the Company; provided, however, that, at all times, provided that (i) immediately after giving effect to such request, each Letter of Credit is issued (ax) the sum Total Usage of all Lenders shall not exceed the aggregate amount of the Commitments and (y) the aggregate Maximum Drawing Amount and amount of the Letter of Credit Liabilities of all Unpaid Reimbursement Obligations Lenders shall not exceed $15,000,000 at any one time, and (b) the sum of (i) all L/C Obligations, 300,000,000 and (ii) each such Letter of Credit shall only back performance of non-financial or commercial contracts or undertakings of the amount Company and its Subsidiaries of all Revolving the type which qualify for a 50% conversion factor for purposes of risk-based capital adequacy regulations applicable to the Lenders from time to time. Upon the date of issuance by an Issuing Lender of a Letter of Credit, the Issuing Lender shall be deemed, without further action by any party hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Lender, a participation in such Letter of Credit Loans outstanding and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each 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 exceed the Total Revolving Credit Commitment at be affected by any time. Notwithstanding the foregoingcircumstance whatsoever, the Administrative Agent shall have no obligation to issue including any amendment, renewal or extension of any Letter of Credit to support or secure any Indebtedness the occurrence and continuance of a Default or reduction or termination of the Borrowers Commitments, and that each such payment shall be made without any offset, abatement, withholding or any of their 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 Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary to 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 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 the Borrowers or such Subsidiaryreduction whatsoever.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers Borrower of a letter of credit application on the Administrative AgentIssuing Lender's customary form (a "Letter of Credit Application"), the Administrative Agent Issuing Lender on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in §5.1(d) Section 4.1.4 and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers 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 Borrowers Borrower and agreed to by the Administrative AgentIssuing Lender; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 25,000,000 at any one time, time and (b) the sum of (i) the Maximum Drawing Amount on all L/C Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iiiii) the amount of all Revolving Credit Tranche A Loans and Swing Line Loans outstanding shall not exceed the Total Revolving Credit Tranche A Commitment at any 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 the Borrowers Borrower or any of their 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 other than to the satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was then secured or supported by a letter replace existing letters of credit issued for the account of the Borrowers Borrower or such Subsidiary and any of its Subsidiaries or to secure the reimbursement obligation obligations of the Borrower or any of its Subsidiaries with respect to such letter existing letters 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 the Borrowers or such Subsidiarycredit.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers 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 Banks, in reliance upon the agreement of the Lenders Banks set forth in §5.1(d) 5.1.4 hereof and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers 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 Borrowers Borrower and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 1,000,000 at any one time, time for standby Letters of Credit and $500,000 at any one time for documentary Letters of Credit and (b) the sum of (i) the Maximum Drawing Amount, (ii) the Acceptance Face Amount, (iii) all L/C Obligations, Unpaid Reimbursement Obligations and (iiiv) the amount of all Revolving Credit Loans outstanding shall not exceed the Total lesser of (A) the sum of the Banks' Commitments to make Revolving Credit Commitment at any timeLoans and (B) the Borrowing Base. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrowers or any of their Subsidiaries Borrower 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 Borrower demonstrates to the satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary Borrower to 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 Borrower 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 the Borrowers or such SubsidiaryBorrower.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof and hereof, upon the execution and delivery by the Borrowers any Borrower of a letter of credit application on the Administrative Agent's L/C Issuer’s customary form (a "“Letter of Credit Application"”), the Administrative Agent L/C Issuer on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §5.1(d) 4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers 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 by the Borrowers 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 Administrative AgentL/C Issuer; provided, however, that, at all times, after giving effect to such request, (ai) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 the Letter of Credit Sublimit at any one time, and (b) the sum of (i) all L/C Obligations, and (ii) the sum of the outstanding principal amount of all the Revolving Credit 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 Revolving Credit Commitment at any such time and (y) the Borrowing Base at such time. Notwithstanding Each request by any Borrower for the foregoingissuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrowers that the issuance or amendment so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, any Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly any Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit issued for the account of such Borrower or such Subsidiary that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (b) The L/C Issuer shall not issue any Letter of Credit, if: (i) Subject to §4.1.6, the Administrative Agent expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or (ii) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date. (c) The L/C Issuer shall have no not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to support enjoin or secure any Indebtedness of restrain the Borrowers or any of their Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of L/C Issuer from issuing such Letter of Credit, unless in or any such case the Borrowers demonstrate Law applicable to the satisfaction L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Eighth Amendment Effective Date and which the L/C Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of the Administrative Agent that L/C Issuer applicable to letters of credit generally; (xiii) such prior incurred Indebtedness was then fully secured by Letter of Credit is to be denominated in a prior perfected and unavoidable security interest currency other than Dollars; (iv) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (v) a default of any Revolving Credit Lender’s obligations to fund under §4.1.4. exists or any Revolving Credit Lender is at such time a Delinquent Lender hereunder, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in collateral provided by the Borrowers its sole discretion) with such Borrower or such Subsidiary Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to §2.12.1.(d)) with respect to such Delinquent Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Exposure as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion. (d) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. (e) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit or does not accept the proposed amendment to such Letter of Credit. (yf) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account The L/C Issuer shall act on behalf of the Borrowers or such Subsidiary Lenders with respect to any Letters of Credit issued by it and the reimbursement obligation documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in §14 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in §14 included the L/C Issuer with respect to such letter of credit was fully secured by a prior perfected acts or omissions, and unavoidable security interest in collateral (B) as additionally provided herein with respect to the issuer of such letter of credit by the Borrowers or such SubsidiaryL/C Issuer.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Domestic 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 Domestic Lenders that have a Domestic Revolving Credit Commitment and in reliance upon the agreement of the Domestic Lenders set forth in §5.1(d) Section 5.1.4 and upon the representations and warranties of the Domestic Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of 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 by the Domestic Borrowers and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount of all Letters of Credit and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 10,000,000 at any one time, time and (b) the sum of (i) the aggregate Maximum Drawing Amount of all L/C Obligations, Letters of Credit and (ii) all Unpaid Reimbursement Obligations plus the Outstanding amount of all the Domestic Revolving Credit Loans outstanding shall not not, at any time, exceed the Total Domestic Revolving Credit Commitment at any timeCommitment. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of any of the Domestic Borrowers or any of their Subsidiaries described in clauses (i) or (ix) of the definition of "Indebtedness" hereunder 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 Domestic Borrowers demonstrate to the satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Domestic Borrowers or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was were then secured or supported by a letter of credit issued for the account of the Borrowers such Domestic 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 the Borrowers such Domestic Borrower or such Subsidiary.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers 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 Banks and in reliance upon the agreement of the Lenders set Banks Set forth in §5.1(d) 5.1.4 and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers 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 Borrowers Borrower and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 2,000,000 at any one time, time and (b) the sum of (i) the Maximum Drawing Amount on all L/C Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iiiii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any timeCommitment. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrowers Borrower or any of their 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 Borrower demonstrates to the reasonable satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was were then secured or supported by a letter of credit issued for the account of the Borrowers 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 the Borrowers Borrower or such Subsidiary.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers 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 Banks and in reliance upon the agreement of the Lenders Banks set forth in §5.1(d) ss.4.1.4 and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers 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 Borrowers Borrower and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 500,000 at any one time, time and (b) the sum of (i) the Maximum Drawing Amount on all L/C Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iiiii) the amount of all Revolving Credit Loans outstanding shall not exceed either the Total Revolving Commitment or the Guaranteed Credit Commitment at any timeAgreement Outstandings. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrowers Borrower or any of their 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 Borrower demonstrates to the satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was were then secured or supported by a letter of credit issued for the account of the Borrowers 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 the Borrowers Borrower or such Subsidiary.

Commitment to Issue Letters of Credit. Subject The Issuer agrees to issue under the terms and conditions hereof 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 several responsibilities of the Lenders in accordance with their respective Percentages, from time to time from and in reliance upon after the agreement of Effective Date and until the Lenders set forth in §5.1(d) and upon the representations and warranties of the Borrowers contained hereinRevolving Credit Termination Date, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers one or more standby letters of credit (individually, 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 and for the general corporate purposes of the Borrower. Each Letter of Credit 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 documents, if any, having been specified in, or attached as a copy to, the relevant Letter of Credit Request), and shall be otherwise upon such terms as the Borrower may specify in a Letter of Credit Request delivered to the Issuer at least five (5) Business Days (or such form shorter period as may be requested from time to time by agreed among the Borrowers and agreed to by Issuer, the Administrative AgentAgent and the Borrower) before the proposed date of issuance thereof. Each Letter of Credit must be in form and substance satisfactory to the Issuer in its sole and absolute discretion and shall have a fixed expiration date occurring not later than one (1) year after the date of the issuance thereof; provided, however, thatthat in no event shall any Letter of Credit provide for an expiration that is later than five (5) days prior to the Revolving Credit Termination Date. It is understood by the parties hereto that for all purposes of this Agreement, at each renewal, if applicable, of a Letter of Credit shall be considered an issuance thereof and the Borrower shall be required to comply with all times, after giving effect the provisions of this Agreement with respect to any such renewal to the same extent as if a new Letter of Credit was being issued on such renewal date. Upon fulfillment of the applicable conditions set forth in Article V with respect to such requestLetter of Credit and subject to the terms hereof, the Issuer shall issue such Letter of Credit promptly to the requested beneficiary and give to the Lenders prompt written notice (ain reasonable detail) of such issuance. Promptly after the sum issuance of or amendment to a Letter of Credit, the aggregate Maximum Drawing Amount Issuer shall notify the Administrative Agent and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one timethe Borrower, in writing, of such issuance or amendment, and (b) the sum such notice shall be accompanied by a copy of (i) all L/C Obligations, and (ii) the amount such issuance or amendment. Upon receipt of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any time. Notwithstanding the foregoingsuch notice, the Administrative Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of notify the Borrowers or any of their Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date Lenders in writing of such Letter issuance or amendment and, upon receipt of Creditwritten request from a Lender, unless in any shall provide such case the Borrowers demonstrate to the satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary to the proposed beneficiary Lender with copies of such Letter of Credit issuance 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 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 the Borrowers or such Subsidiaryamendment.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers of a letter of credit application on the Administrative Agent's ’s customary form (a "“Letter of Credit Application"”), the Administrative Agent on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in §5.1(d) and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of 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 by the Borrowers and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time, and (b) the sum of (i) all L/C Obligations, and (ii) the amount of all Revolving Credit Loans and Swingline Loans outstanding shall not exceed the Total Revolving Credit Commitment at any time. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrowers or any of their 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 Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary to 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 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 the Borrowers or such Subsidiary. Each Existing Letter of Credit shall, from and after the Restatement Date, be deemed to be a Letter of Credit issued under this Credit Agreement and shall be subject to and governed by the terms and conditions of this Credit Agreement and the other Loan Documents.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers Company 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 Banks and in reliance upon the agreement of the Lenders Banks set forth in §5.1(d) 5.1.4 and upon the representations and warranties of the Borrowers Company contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers Company 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 Borrowers Company and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time, time (or such other amount as may be agreed from time to time by the Company and the Agent and notified to the Banks) and (b) the sum Utilization shall not exceed the lesser of the (i) all L/C Obligations, the Total Commitment and (ii) an amount equal to (A) the amount of all Revolving Maximum Availability minus (B) the Utilization under and as defined in the Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment Line Agreement at any 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 the Borrowers Company or any of their 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 Company demonstrates to the reasonable satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers Company or such Subsidiary to 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 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 the Borrowers Company or such Subsidiary.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Domestic Borrowers of a letter of credit application on the Administrative Agent's ’s customary form (a "“Letter of Credit Application"”), the Administrative Agent on behalf of the Domestic Lenders that have a Domestic Revolving Credit Commitment and in reliance upon the agreement of the Domestic Lenders set forth in §5.1(d) 5.1.5 and upon the representations and warranties of the Domestic Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of 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 by the Domestic Borrowers and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount of all Letters of Credit and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time, time and (b) the sum of (i) the aggregate Maximum Drawing Amount of all L/C Obligations, Letters of Credit and (ii) all Unpaid Reimbursement Obligations plus the Outstanding amount of all the Domestic Revolving Credit Loans outstanding shall not not, at any time, exceed the Total Domestic Revolving Credit Commitment at any timeCommitment. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of any of the Domestic Borrowers or any of their Subsidiaries described in clauses (i) or (ix) of the definition of “Indebtedness” hereunder 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 Domestic Borrowers demonstrate to the satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Domestic Borrowers or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was were then secured or supported by a letter of credit issued for the account of the Borrowers such Domestic 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 the Borrowers such Domestic Borrower or such Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof and the execution and delivery by the Borrowers US Borrower of a letter of credit application on the Administrative AgentIssuing Lender's customary form (a "Letter of Credit Application"), the Administrative Agent Issuing Lender on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in §5.1(d) Section 5.1.4 and upon the representations and warranties of the Borrowers US Borrower contained herein, agrees, in its individual capacity, to issue, issue and extend and renew for the account of the Borrowers US Borrower (to support obligations of the US 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 by the Borrowers US Borrower and agreed to by the Administrative AgentIssuing Lender; provided, however, that, at all times, after giving effect to such request, (ai) the sum outstanding Letter of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Credit Obligations shall do not exceed $15,000,000 at any one time, and (b) the sum of (i) all L/C Obligations15,000,000, and (ii) the amount of all Revolving Credit Loans outstanding Total Revolver Exposure shall not exceed the Total Revolving Credit Commitment at any timeCommitment. Notwithstanding any other provisions of this Credit Agreement, the foregoing, Issuing Lender shall not issue or extend a Letter of Credit 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. (b) The Issuing Lender shall have no not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to support enjoin or secure restrain the Issuing Lender from issuing such Letter of Credit, or any Indebtedness Law applicable to the Issuing 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 prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the 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 faith deems material to it; (ii) the ▇▇▇▇▇▇▇▇ ▇▇ such Letter of Credit would violate (A) any Laws or (B) one or more policies of the Borrowers or any of their Subsidiaries Issuing Lender, provided that such policies have been disclosed to the extent that such Indebtedness was incurred US Borrower prior to its request for the proposed issuance date of such Letter of Credit, unless in any such case the Borrowers demonstrate to the satisfaction of the Administrative Agent that ; (xiii) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided except as otherwise agreed by the Borrowers or such Subsidiary to the proposed beneficiary of Issuing Lender, such Letter of Credit or is in an initial face amount less than $50,000; (yiv) such prior incurred Indebtedness was then secured or supported by Letter of Credit is to be denominated in a letter currency other than Dollars; (v) such Letter of credit issued Credit contains any provisions for the account automatic reinstatement of the Borrowers stated amount after any drawing thereunder; or (vi) a default of any Lender's obligations to fund under Section 5.3 exists or any Lender which has a Revolving Credit Loan has failed to fund any portion of any participations in Letter of Credit Obligations required to be funded by it hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the US Borrower or such Subsidiary and Lender to eliminate the reimbursement obligation Issuing Lender's risk 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 the Borrowers or such SubsidiaryLender.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof and the execution and delivery by the Borrowers Borrower of a letter of credit application on the Administrative Agent's customary form (a "Letter of Credit Application"Application (as defined below), the Administrative Agent Fronting Bank on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in §5.1(d) Section 4.2 and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, (1) from time to issuetime on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, extend and renew for the account of the Borrowers one or more standby to issue letters of credit (individually, a "Letter of Credit")) denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in such form as may be requested from time accordance with Section 4.1.2 below, and (2) to time by honor drawings under the Borrowers Letters of Credit, and agreed the Lenders severally agree to by participate in Letters of Credit issued for the Administrative Agentaccount of the Borrower or its Subsidiaries and any drawings thereunder; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 125,000,000 at any one time, time and (b) the sum of (i) the Maximum Drawing Amount on all L/C Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iiiii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any such time. Notwithstanding As of the foregoingClosing Date, the Administrative Agent Existing Letters of Credit shall be deemed to be Letters of Credit issued pursuant and subject to the conditions of this Section 4 and the Borrower hereby affirms its obligations thereunder. (b) The Fronting Bank shall not issue any Letter of Credit, if: (i) subject to Section 4.1.1(c), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have no approved such expiry date; or (ii) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date. (c) The Fronting Bank shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to support enjoin or secure any Indebtedness of restrain the Borrowers or any of their Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of Fronting Bank from issuing such Letter of Credit, unless in or any such case the Borrowers demonstrate Law applicable to the satisfaction Fronting Bank or any request or directive (whether or not having the force of law, but if not having the force of law, as based on the Administrative Agent's reasonable belief that such request or directive is consistent with prudent practice in the financial services industry at that time) from any Governmental Authority with jurisdiction over the Fronting Bank shall prohibit, or request that the Fronting Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Fronting Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Fronting Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Fronting Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Fronting Bank in good faith deems material to it; (ii) the issua▇▇▇ ▇▇ ▇▇▇▇ Letter of Credit would violate one or more policies of the Fronting Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent that and the Fronting Bank, such Letter of Credit is in an initial stated amount less than $50,000; (xiv) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided except as otherwise agreed by the Borrowers Administrative Agent and the Fronting Bank, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; or (v) a default of any Lender's obligations to fund under Section 4.2 exists or any Lender is at such time a Delinquent Lender hereunder, unless the Fronting Bank has entered into satisfactory arrangements with the Borrower or such Subsidiary Lender to eliminate the proposed Fronting Bank's risk with respect to such Lender. (d) The Fronting Bank shall not amend any Letter of Credit if the Fronting Bank would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. (e) The Fronting Bank shall be under no obligation to amend any Letter of Credit if (A) the Fronting Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit or does not accept the proposed amendment to such Letter of Credit. (yf) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account The Fronting Bank shall act on behalf of the Borrowers or such Subsidiary Lenders with respect to any Letters of Credit issued by it and the reimbursement obligation documents associated therewith, and the Fronting Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Fronting Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term "Administrative Agent" as used in Section 13 included the Fronting Bank with respect to such letter of credit was fully secured by a prior perfected acts or omissions, and unavoidable security interest in collateral (B) as additionally provided herein with respect to the issuer of such letter of credit by the Borrowers or such SubsidiaryFronting Bank.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof and hereof, upon the execution and delivery by the Borrowers any Borrower of a letter of credit application on the Administrative Agent's L/C Issuer’s customary form (a "“Letter of Credit Application"”), the Administrative Agent L/C Issuer on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §5.1(d) 4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers 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 by the Borrowers 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 Administrative AgentL/C Issuer; provided, however, that, at all times, after giving effect to such request, (ai) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 the Letter of Credit Sublimit at any one time, and (bii) 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 shall not exceed the lesser of (x) the Total Commitment at such time and (y) the Borrowing Base at such time and (iii) the sum of the outstanding amount of the CAI Revolving Credit Loans, plus the Maximum Drawing Amount and all 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 Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrowers that the issuance or amendment so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, any Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly any Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit issued for the account of such Borrower or such Subsidiary that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (b) The L/C Issuer shall not issue any Letter of Credit, if: (i) all L/C ObligationsSubject to §4.1.6, and the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or (ii) the amount expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all Revolving Credit Loans outstanding the Lenders have approved such expiry date. (c) The L/C Issuer shall not exceed the Total Revolving Credit Commitment at be under any time. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to support enjoin or secure any Indebtedness of restrain the Borrowers or any of their Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of L/C Issuer from issuing such Letter of Credit, unless in or any such case the Borrowers demonstrate Law applicable to the satisfaction L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the L/C Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of the Administrative Agent that L/C Issuer applicable to letters of credit generally; (xiii) such prior incurred Indebtedness was then fully secured by Letter of Credit is to be denominated in a prior perfected and unavoidable security interest currency other than Dollars; (iv) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (v) a default of any Revolving Credit Lender’s obligations to fund under §4.1.4. exists or any Revolving Credit Lender is at such time a Delinquent Lender hereunder, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in collateral provided by the Borrowers its sole discretion) with such Borrower or such Subsidiary Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to §2.12.1.(d)) with respect to such Delinquent Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Exposure as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion. (d) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. (e) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit or does not accept the proposed amendment to such Letter of Credit. (yf) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account The L/C Issuer shall act on behalf of the Borrowers or such Subsidiary Lenders with respect to any Letters of Credit issued by it and the reimbursement obligation documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in §14 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in §14 included the L/C Issuer with respect to such letter of credit was fully secured by a prior perfected acts or omissions, and unavoidable security interest in collateral (B) as additionally provided herein with respect to the issuer of such letter of credit by the Borrowers or such SubsidiaryL/C Issuer.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof 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 Banks that have a Revolving Credit Commitment and in reliance upon the agreement of the Lenders Banks set forth in §5.1(d) Section 5.1.4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the 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 by the Borrowers and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 1,000,000 at any one time, time and (b) the sum of (i) the aggregate Maximum Drawing Amount and all L/C Obligations, and (ii) Unpaid Reimbursement Obligations plus the Outstanding amount of all the Revolving Credit Loans outstanding shall not not, at any time, exceed the Total Revolving Credit Commitment at any timeCommitment. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of any of the Borrowers or any of their Subsidiaries described in clauses (i) or (ix) of the definition of "Indebtedness" hereunder 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 Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was were then secured or supported by a letter of credit issued for the account of the Borrowers 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 the Borrowers such Borrower or such Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof and the execution and delivery by the Borrowers of a letter of credit application on the Administrative Agent's Issuing Lender’s customary form (a "“Letter of Credit Application"”), the Administrative Agent Issuing Lender on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in §5.1(d) 3.1.4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue, issue and extend and renew for the account of the Borrowers one or more standby letters of credit (individuallyeach, 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 by the Borrowers and agreed to by the Administrative AgentIssuing Lender; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time, and (b) the sum of (i) all L/C Obligations, and (ii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any timeminus the aggregate outstanding amount of the Revolving Credit Loans, the Swing Line Loans and the Unpaid Reimbursement Obligations. Notwithstanding any other provisions of this Credit Agreement, the foregoing, Issuing Lender shall not issue or extend a Letter of Credit 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. (b) The Issuing Lender shall have no not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to support enjoin or secure any Indebtedness of restrain the Borrowers or any of their Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of Issuing Lender from issuing such Letter of Credit, unless in or any such case the Borrowers demonstrate Law applicable to the satisfaction Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Administrative Agent Issuing Lender shall prohibit, or request that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers Issuing Lender refrain from, the issuance of letters of credit generally or such Subsidiary Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the proposed beneficiary Issuing Lender is not otherwise compensated hereunder) not in effect on the 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 f▇▇▇▇ ▇▇▇▇▇ material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender; (yiii) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial stated amount less than $100,000; (iv) such prior incurred Indebtedness was then secured Letter of Credit is to be denominated in a currency other than Dollars; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under §3.3 exists or supported by any Revolving Credit Lender is at such time a letter of credit issued for Delinquent Lender hereunder, unless the account of Issuing Lender has entered into satisfactory arrangements with the Borrowers or such Subsidiary and Revolving Credit Lender to eliminate the reimbursement obligation Issuing Lender’s risk 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 the Borrowers or such SubsidiaryRevolving Credit Lender.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers of a letter of credit application on the Administrative AgentIssuing Lender's customary form (a "Letter of Credit Application"), the Administrative Agent Issuing Lender on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in §5.1(d) 3.1.4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue, issue and extend and renew for the account of the Borrowers one or more standby letters of credit (individuallyeach, 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 by the Borrowers and agreed to by the Administrative AgentIssuing Lender; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time, and (b) the sum of (i) all L/C Obligations, and (ii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any timeminus the aggregate outstanding amount of the Revolving Credit Loans, the Swing Line Loans and the Unpaid Reimbursement Obligations. Notwithstanding any other provisions of this Credit Agreement, the foregoing, Issuing Lender shall not issue or extend a Letter of Credit 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 have no not be under any obligation to issue any Letter of Credit if: any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to support enjoin or secure any Indebtedness of restrain the Borrowers or any of their Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of Issuing Lender from issuing such Letter of Credit, unless in or any such case the Borrowers demonstrate Law applicable to the satisfaction Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Administrative Agent Issuing Lender shall prohibit, or request that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers Issuing Lender refrain from, the issuance of letters of credit generally or such Subsidiary Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the proposed beneficiary Issuing Lender is not otherwise compensated hereunder) not in effect on the 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 ▇▇▇▇▇ ▇▇▇▇▇ material to it; the issuance of such Letter of Credit would violate one or (y) more policies of the Issuing Lender; except as otherwise agreed by the Administrative Agent and the Issuing Lender, such prior incurred Indebtedness was then secured Letter of Credit is in an initial stated amount less than $100,000; such Letter of Credit is to be denominated in a currency other than Dollars; such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or supported by a letter default of credit issued for any Revolving Credit Lender's obligations to fund under 3.3 exists or any Revolving Credit Lender is at such time a Delinquent Lender hereunder, unless the account of Issuing Lender has entered into satisfactory arrangements with the Borrowers or such Subsidiary and Revolving Credit Lender to eliminate the reimbursement obligation Issuing Lender's risk 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 the Borrowers or such SubsidiaryRevolving Credit Lender.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers 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 Banks and in reliance upon the agreement of the Lenders Banks set forth in §5.1(d) Section 4.1.4 and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers Borrower one or more standby or documentary letters of credit denominated in Dollars (individually, a "Letter of Credit"), in such form as may be requested from time to time by the Borrowers Borrower and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time, time and (b) the sum of (i) the Maximum Drawing Amount on all L/C Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iiiii) the Dollar Equivalent of the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any timeCommitment. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrowers Borrower or any of their 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 Borrower demonstrates to the satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was were then secured or supported by a letter of credit issued for the account of the Borrowers 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 the Borrowers Borrower or such Subsidiary. The Agent shall notify the Banks of the issuance of a Letter of Credit promptly after issuance thereof.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers Borrower of a letter of credit application on the Administrative AgentIssuing Lender's customary form (a "Letter of Credit ApplicationLETTER OF CREDIT APPLICATION"), the Administrative Agent Issuing Lender on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in §5.1(d) Section 4.1.4 and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, extend extend, amend and renew for the account of the Borrowers Borrower one or more standby or documentary letters of credit (individually, a "Letter of CreditLETTER OF CREDIT"), in such form as may be requested from time to time by the Borrowers Borrower (which may be on behalf of its Subsidiaries) and agreed to by the Administrative AgentIssuing Lender; providedPROVIDED, howeverHOWEVER, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 125,000,000 at any one time, time and (b) the sum of (i) the Maximum Drawing Amount on all L/C Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iiiii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at such time; and PROVIDED, FURTHER, that the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations with respect to standby Letters of Credit shall not exceed $25,000,000 at any one time. Notwithstanding As of the foregoingClosing Date, the Administrative Agent Existing Letters of Credit shall have no obligation be deemed to issue be Letters of Credit issued pursuant and subject to the conditions of this Section 4 and the Borrower hereby affirms its obligations thereunder. For purposes of determining the Maximum Drawing Amount of any Letter of Credit issued by the Issuing Lender in a currency other than Dollars at any time, such Maximum Drawing Amount shall be equal to support or secure any Indebtedness the Dollar equivalent of the Borrowers or any face amount at such time and shall be determined at the time of their Subsidiaries to issuance and at the extent that such Indebtedness was incurred prior to the proposed issuance date end of such Letter of Credit, unless in any such case the Borrowers demonstrate to the satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary to 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 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 the Borrowers or such Subsidiaryeach calendar quarter.

Commitment to Issue Letters of Credit. Subject The Issuer agrees to issue under the several responsibilities of the Banks in accordance with their respective Percentages, from time to time after the Effective Date and until the date that is thirty (30) days prior to the terms and conditions hereof 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")Commitment Termination Date, the Administrative Agent on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in §5.1(d) and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers one or more standby letters of credit (individually, 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 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 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 Borrower may specify in a Letter of Credit Request delivered to the Issuer at least three (3) Business Days (or such form shorter period as may be requested from time to time by agreed among the Borrowers and agreed to by Issuer, the Administrative AgentAgent 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 issuance thereof, provided that each Letter of Credit may contain provisions to extend the expiry thereof automatically for one or more successive periods of not more than one year; provided, however, thatthat in no event shall any Letter of Credit 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 this Agreement, at each renewal, if applicable, of a Letter of Credit shall be considered an issuance thereof and the Borrower shall be required to comply with all times, after giving effect the provisions of this Agreement with respect to any such renewal to the same extent as if a new Letter of Credit was being issued on such renewal date. Upon fulfillment of the applicable conditions set forth in Article V with respect to such requestLetter of Credit and subject to the terms hereof, the Issuer shall issue such Letter of Credit promptly to the requested beneficiary and give to the Banks prompt written notice (ain reasonable detail) of such issuance. Promptly after the sum issuance of or amendment to a Letter of Credit, the aggregate Maximum Drawing Amount Issuer shall notify the Administrative Agent and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one timethe Borrower, in writing, of such issuance or amendment, and (b) the sum such notice shall be accompanied by a copy of (i) all L/C Obligations, and (ii) the amount such issuance or amendment. Upon receipt of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any time. Notwithstanding the foregoingsuch notice, the Administrative Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of notify the Borrowers or any of their Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date Banks in writing of such Letter issuance or amendment and, upon receipt of Creditwritten request from a Bank, unless in any shall provide such case the Borrowers demonstrate to the satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary to the proposed beneficiary Bank with copies of such Letter of Credit issuance 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 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 the Borrowers or such Subsidiaryamendment.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers Borrower of a fully-completed and executed letter of credit application on the Administrative AgentIssuing Bank's customary form (a "Letter of Credit Application"), the Administrative Agent Issuing Bank on behalf of the Lenders Banks and in reliance upon the agreement of the Lenders Banks set forth in §5.1(d) 4.1.4 and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers 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 Borrowers Borrower and agreed to by the Administrative AgentIssuing Bank; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 10,000,000 at any one time, time and (b) the sum of (i) the Maximum Drawing Amount, (ii) all L/C Unpaid Reimbursement Obligations, and (iiiii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Commitment. Upon receipt of a Letter of Credit Application, the Issuing Bank shall notify the Agents of such request for the issuance, extension or 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 Commitment at any timeLoans does not exceed the Total Commitment. Notwithstanding the foregoing, the Administrative Agent Issuing Bank shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrowers Borrower or any of their 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 Borrower demonstrates to the satisfaction of the Administrative Agent Issuing Bank that (x) such prior incurred Indebtedness was then fully fully- secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers Borrower or such Subsidiary to 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 Borrower or such Subsidiary and the reimbursement obligation with respect to such letter of credit was fully fully-secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by the Borrowers Borrower or such Subsidiary. The Issuing Bank shall not issue any Letter of Credit if it is aware that one or more of the applicable 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 receipt of such written notice shall not limit, affect or modify the Banks' obligations in respect of unpaid reimbursement obligations under Letters of Credit issued prior to the receipt of such notice, as specified in 4.1.4).

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and hereof, upon the execution and delivery by the Borrowers any Borrower of a letter of credit application on the Administrative Agent's L/C Issuer’s customary form (a "“Letter of Credit Application"”), the Administrative Agent L/C Issuer on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §5.1(d) 4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers 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 by the Borrowers 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 Administrative AgentL/C Issuer; provided, however, that, at all times, after giving effect to such request, (ai) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 the Letter of Credit Sublimit at any one time, and (bii) the sum of (i) all L/C Obligations, and (ii) the outstanding principal amount of all the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus the outstanding amount of Swing Line Loans shall not exceed the Total Revolving Credit Commitment at any time. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter lesser of Credit to support or secure any Indebtedness of the Borrowers or any of their 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 Administrative Agent that (x) the Total Commitment at such prior incurred Indebtedness was then fully secured by a prior perfected time and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such prior incurred Indebtedness was then secured or supported by a letter time and (iii) the sum of credit the outstanding amount of the CAI Revolving Credit Loans, plus the Maximum Drawing Amount and all 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 Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrowers that the issuance or amendment so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, any Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly any Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit issued for the account of such Borrower or such Subsidiary that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the reimbursement obligation with respect Closing Date shall be subject 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 governed by the Borrowers or such Subsidiaryterms and conditions hereof.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers 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 Banks and in reliance upon the agreement of the Lenders Banks set forth in §5.1(d) Section 2.17.4 and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers 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 Borrowers Borrower and agreed to by the Administrative Agent; providedPROVIDED, howeverHOWEVER, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 25,000,000 at any one time, time and (b) the sum of (i) the Maximum Drawing Amount on all L/C Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iiiii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any timeCommitment. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrowers Borrower or any of their 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 Borrower demonstrates to the satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers Borrower or such Subsidiary to 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 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 the Borrowers Borrower or such Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof and the execution and delivery by the Borrowers Borrower of a letter of credit application on the Administrative Agent's customary form (a "Letter of Credit Application"Application (as defined below), the Administrative Agent Fronting Bank on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in §5.1(d) 4.2 and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, (1) from time to issuetime on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, extend and renew for the account of the Borrowers one or more standby to issue letters of credit (individually, a "“Letter of Credit")”) denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in such form as may be requested from time accordance with §4.1.2 below, and (2) to time by honor drawings under the Borrowers Letters of Credit, and agreed the Lenders severally agree to by participate in Letters of Credit issued for the Administrative Agentaccount of the Borrower or its Subsidiaries and any drawings thereunder; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 125,000,000 at any one time, time and (b) the sum of (i) the Maximum Drawing Amount on all L/C Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iiiii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any such time. Notwithstanding As of the foregoingClosing Date, the Administrative Agent Existing Letters of Credit shall be deemed to be Letters of Credit issued pursuant and subject to the conditions of this §4 and the Borrower hereby affirms its obligations thereunder. (b) The Fronting Bank shall not issue any Letter of Credit, if: (i) subject to §4.1.1(c), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have no approved such expiry date; or (ii) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date. (c) The Fronting Bank shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to support enjoin or secure any Indebtedness of restrain the Borrowers or any of their Subsidiaries to Fronting Bank from issuing the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in or any such case the Borrowers demonstrate Law applicable to the satisfaction Fronting Bank or any request or directive (whether or not having the force of law, but if not having the force of law, as based on the Administrative Agent’s reasonable belief that such request or directive is consistent with prudent practice in the financial services industry at that time) from any Governmental Authority with jurisdiction over the Fronting Bank shall prohibit, or request that the Fronting Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Fronting Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Fronting Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Fronting Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Fronting Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (ii) the issuance of the Letter of Credit would violate one or more policies of the Fronting Bank applicable to letters of credit generally; (iii) except as otherwise agreed by the Administrative Agent that and the Fronting Bank, the Letter of Credit is in an initial stated amount less than $50,000; (xiv) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided except as otherwise agreed by the Borrowers or such Subsidiary to Administrative Agent and the proposed beneficiary of Fronting Bank, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; or (v) any Lender is at that time a Defaulting Lender, unless the Fronting Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Fronting Bank (in its sole discretion) with the Borrower or such Lender to eliminate the Fronting Bank’s actual or potential Fronting Exposure (after giving effect to §2.13.1(d)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and the sum of all other Maximum Drawing Amounts and Unpaid Reimbursement Obligations as to which the Fronting Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. (d) The Fronting Bank shall not amend any Letter of Credit if the Fronting Bank would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (e) The Fronting Bank shall be under no obligation to amend any Letter of Credit if (A) the Fronting Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (yB) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account beneficiary of the Borrowers or such Subsidiary Letter of Credit does not accept the proposed amendment to the Letter of Credit. (f) The Fronting Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the reimbursement obligation documents associated therewith, and the Fronting Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in §13 with respect to any acts taken or omissions suffered by the Fronting Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in §13 included the Fronting Bank with respect to such letter of credit was fully secured by a prior perfected acts or omissions, and unavoidable security interest in collateral (B) as additionally provided herein with respect to the issuer of such letter of credit by the Borrowers or such SubsidiaryFronting Bank.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers Borrower of a letter of credit application on the Administrative AgentLender's customary form (a "Letter of Credit Application"), the Administrative Agent on behalf of the Lenders and Lender, in reliance upon the agreement of the Lenders set forth in §5.1(d) and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, agrees to issue, extend and renew for the account of the Borrowers Borrower one or more standby letters of credit (individually, a "Letter of Credit"), in such form as may be requested from time to time by the Borrowers Borrower and agreed to by the Administrative AgentLender; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 2,000,000 at any one time, time and (b) the sum of (i) the Maximum Drawing Amount on all L/C Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iiiii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit lesser of (A) the Commitment at any such time and (B) the Availability at such time. Notwithstanding the foregoing, the Administrative Agent Lender shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness indebtedness of the Borrowers Borrower or any of their its Subsidiaries to the extent that such Indebtedness indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrowers demonstrate Borrower demonstrates to the satisfaction of the Administrative Agent Lender that (x) such prior incurred Indebtedness was indebtedness were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was indebtedness were then secured or supported by a letter of credit issued for the account of the Borrowers 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 the Borrowers Borrower or such Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof and the execution and delivery by the Borrowers GWI of a letter of credit application on the Administrative Agent's Issuing Lender’s customary form (a "“Letter of Credit Application"”), the Administrative Agent Issuing Lender on behalf of the Applicable Lenders and in reliance upon the agreement of the Applicable Lenders set forth in §5.1(d) 5.1.4 and upon the representations and warranties of the Borrowers GWI contained herein, agrees, in its individual capacity, to issueissue and extend for the account of GWI (to support obligations of GWI, extend and renew 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 Borrowers 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 by the Borrowers GWI and agreed to by the Administrative AgentIssuing Lender; provided, however, that, at all times, after giving effect to such request, (ai) the sum outstanding Letter of Credit Obligations to support obligations of the aggregate Maximum Drawing Amount Domestic Borrowers and all Unpaid Reimbursement Obligations shall Subsidiaries organized under the laws of any political subdivision of the United States do not exceed $15,000,000 at any one time30,000,000, and (b) the sum of (i) all L/C Obligations, and (ii) the amount outstanding Letter of all Revolving Credit Loans 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, (iii) 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 Domestic Revolver Exposure shall not exceed the Total Aggregate Domestic Revolving Credit Commitment at any timeLoan Commitments. Notwithstanding the foregoingany other provisions of this Credit Agreement, the Administrative Issuing Lender shall not issue or extend a Letter of Credit after it has received notice from any Lender or any 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. (b) The Issuing Lender shall have no not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to support enjoin or secure restrain the Issuing Lender from issuing such Letter of Credit, or any Indebtedness law applicable to the Issuing 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 prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the 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 ▇▇▇▇▇ ▇▇▇▇▇ material to it; (ii) the issuance of such Letter of Credit would violate (A) any laws or (B) one or more policies of the Borrowers or any Issuing Lender applicable to letters of their Subsidiaries to the extent credit generally; provided that such Indebtedness was incurred policies have been disclosed to GWI prior to its request for the proposed issuance date of such Letter of Credit; (iii) except as otherwise agreed by the Issuing Lender, such Letter of Credit is in an initial face amount less than $50,000; (iv) such Letter of Credit is to be denominated in a currency other than Dollars, Euro, Australian Dollars, Canadian Dollars, GBP or any other Alternative Currency, as the case may be; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (vi) any Lender is at that time a Defaulting Lender, unless in any such case the Borrowers demonstrate Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the satisfaction of the Administrative Agent that Issuing Lender (xin its sole discretion) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by with the Borrowers or such Subsidiary Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to §6.17(a)(iv)) with respect to the proposed beneficiary of such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. (yc) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account The Issuing Lender shall act on behalf of the Borrowers or such Subsidiary Applicable Lenders with respect to any Letters of Credit issued by it and the reimbursement obligation documents associated therewith, and the Issuing Lender shall have all of the benefits and immunities (A) provided to the Agents in §16 with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Agents” as used in §16 included the Issuing Lender with respect to such letter of credit was fully secured by a prior perfected acts or omissions, and unavoidable security interest in collateral (B) as additionally provided herein with respect to the issuer of such letter of credit by the Borrowers or such SubsidiaryIssuing Lender.

Commitment to Issue Letters of Credit. Subject to and upon the terms and conditions hereof set forth herein, the Issuing Lender agrees that it will, at any time and from time to time on and after the execution Second Closing Date and delivery by prior to the Borrowers 30th day prior to the Revolving Loan Maturity Date, following its receipt of a letter of credit application on the Administrative Agent's customary form (a "respective Letter of Credit Application")Request, the Administrative Agent on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in §5.1(d) and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew issue for the account of the Borrowers Borrower, one or more standby letters Letters of credit (individuallyCredit as are permitted to remain outstanding hereunder without giving rise to a Default or an Event of Default, a "Letter of Credit"), in such form as may provided that the Issuing Lender shall be requested from time to time by the Borrowers and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time, and (b) the sum of (i) all L/C Obligations, and (ii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any time. Notwithstanding the foregoing, the Administrative Agent shall have under no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrowers types described above if at the time of such issuance: (i) any order, judgment or decree of any governmental authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit or any requirement of their Subsidiaries law applicable to the extent Issuing 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 prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Indebtedness Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any infoUSA Amended and Restated Credit Agreement restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect with respect to the Issuing Lender on the date hereof, or any unreimbursed loss, cost or expense which was incurred not applicable or in effect with respect to the Issuing Lender as of the date hereof and which the Issuing Lender reasonably and in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; or (ii) the Issuing Lender shall have received from the Borrower or the Required Lenders prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrowers demonstrate to the satisfaction notice of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest type described in collateral provided by the Borrowers or such Subsidiary to the proposed beneficiary second sentence 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 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 the Borrowers or such SubsidiarySection 3.3(b).

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers 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 in reliance upon the agreement of the Lenders set forth in §5.1(d) Section 6.1.4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of 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 by the Borrowers either Borrower and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 the Total Revolving Credit Commitment at any one time, time and (b) the sum of (i) the Maximum Drawing Amount on all L/C Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iiiii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any such time. Notwithstanding The parties hereto hereby acknowledge and agree that the foregoingletters of credit issued by ▇▇▇▇▇▇▇ Bank, National Association and identified on Schedule 6.1.1 hereto with a maximum aggregate drawing amount of $1,202,144.00 (collectively, the "Existing Letters of Credit") shall, on the Closing Date, become Letters of Credit hereunder and shall be subject to the conditions hereunder and any reference in this Article 6 to the Administrative Agent shall have no obligation to issue any Letter in its capacity as an issuer of Letters of Credit shall automatically include ▇▇▇▇▇▇▇ Bank, National Association with respect to support the Existing Letters of Credit, as applicable, provided that the parties hereto hereby agree that such Existing Letters of Credit shall not be amended, or secure any Indebtedness renewed or continued by ▇▇▇▇▇▇▇ Bank, National Association on the expiration date thereof, without the prior written consent of the Borrowers or any of their 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 and the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary to 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 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 the Borrowers or such SubsidiaryAgent.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof and hereof, upon the execution and delivery by the Borrowers Borrower of a letter of credit application on the Administrative Agent's L/C Issuer’s customary form (a "“Letter of Credit Application"”), the Administrative Agent L/C Issuer on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in this §5.1(d) 4 and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers Borrower one or more standby letters of credit (individually, a "“Letter of Credit"”), in such form as may be requested from time to time by the Borrowers Borrower and agreed to by the Administrative AgentL/C Issuer; provided, however, that, at all times, after giving effect to such request, (ai) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 the Letter of Credit Sublimit at any one time, time and (bii) the sum of (iA) the Maximum Drawing Amount of all Letters of Credit, (B) all L/C Unpaid Reimbursement Obligations, and (iiC) the principal amount of all Revolving Credit Loans and Swing Line Loans outstanding shall not exceed the lesser of (x) the Total Revolving Credit Commitment at any such time and (y) the Borrowing Base at such time. Notwithstanding Each request by the foregoingBorrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the issuance or amendment so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Administrative Agent Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have no expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (b) The L/C Issuer shall not issue any Letter of Credit, if: (i) Subject to §4.1.6, the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or (ii) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date. (c) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to support enjoin or secure any Indebtedness of restrain the Borrowers or any of their Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of L/C Issuer from issuing such Letter of Credit, unless in or any such case the Borrowers demonstrate Law applicable to the satisfaction L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Administrative Agent L/C Issuer shall prohibit, or request that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers L/C Issuer refrain from, the issuance of letters of credit generally or such Subsidiary Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the proposed beneficiary L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the L/C Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (ii) the issuance of such Letter of Credit would violate one or (y) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account more policies of the Borrowers 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 the Borrowers or such Subsidiary.L/C Issuer;

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers Borrower of a letter of credit application on the Administrative Agent's Issuing Bank’s customary form (a "“Letter of Credit Application"”), the Administrative Agent Issuing Bank on behalf of the Lenders Banks and in reliance upon the agreement of the Lenders Banks set forth in §5.1(d) 4.1.4 and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, issue and extend and renew for the account of the Borrowers 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 Borrowers Borrower and agreed to by the Administrative AgentIssuing Bank until the Letter of Credit Expiration Date; provided, however, that, at all times, 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 $15,000,000 at any one time, and (b) the sum of (i) all L/C Obligations, and (ii) Obligations plus the aggregate amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at Commitment. (a) Notwithstanding anything to the contrary contained in this §4, no Issuing Bank shall be under any time. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to support enjoin or secure any Indebtedness of the Borrowers or any of their Subsidiaries to the extent that restrain such Indebtedness was incurred prior to the proposed issuance date of Issuing Bank from issuing such Letter of Credit, unless or any laws applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank; (iii) except as otherwise agreed by the Agent and the applicable Issuing Bank, such Letter of Credit is in an initial stated amount less than $50,000, in the case of a documentary Letter of Credit, or $100,000, in the Borrowers demonstrate to the satisfaction case of a standby Letter of Credit; (iv) such Letter of Credit contains any provisions for automatic reinstatement of the Administrative Agent that stated amount after any drawing thereunder; or (xv) a default of any Bank’s obligations to fund under this §4 exists or any Bank is at such time a Delinquent Bank hereunder, unless such Issuing Bank has entered into satisfactory arrangements with the Borrower or such Bank to eliminate such Issuing Bank’s risk with respect to such Bank; (b) The applicable Issuing Bank shall not amend any Letter of Credit if such Issuing Bank would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof; (c) The applicable Issuing Bank shall be under no obligation to amend any Letter of Credit if (i) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest Issuing Bank would have no obligation at such time to issue such Letter of Credit in collateral provided by its amended form under the Borrowers terms hereof, or such Subsidiary to (ii) 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 does not accept the account of the Borrowers or such Subsidiary and the reimbursement obligation with respect proposed amendment to such letter 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 the Borrowers or such SubsidiaryCredit.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof and hereof, the execution and delivery by the Borrowers a Borrower of a letter of credit application on the Administrative Agent's Issuing Bank’s customary form (a "“Letter of Credit Application")”) and the Issuing Bank’s receipt of an LC Guaranty, if requested by the Issuing Bank, the Administrative Agent Issuing Bank on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in §5.1(d) 4.1.4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the 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 by the Borrowers a Borrower and agreed to by the Administrative AgentIssuing Bank; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 50,000,000 at any one time, and (b) the sum of (i) the Maximum Drawing Amount on all L/C Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iiiii) the amount of all Revolving Credit Loans outstanding shall not exceed the lesser of (A) the Total Revolving Credit Commitment at any such time and (B) the Borrowing Base at such time. Notwithstanding the foregoing, the Administrative Agent Issuing Bank shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrowers or any of their Subsidiaries Borrower 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 Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary to 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 a Borrower 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 a Borrower. The parties hereto hereby acknowledge and agree that the letters of credit issued by Bank of America, N.A. under the Existing Signature Credit Agreement (collectively, the "Existing Letters of Credit") shall, on the Effective Date, become Letters of Credit hereunder and shall be subject to the conditions hereunder. (b) The Administrative Agent agrees, on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in subsection 4.1.4 below and upon the representations and warranties of the Borrowers or such Subsidiarycontained herein, to enter into an LC Guaranty with the Issuing Bank, if the Issuing Bank so requires, to support the reimbursement obligations of the Borrowers with respect to any Letter of Credit.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof hereof, 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")so long as no Stop Issuance Notice is in effect, the Administrative Agent on behalf of the Lenders and each Issuing Lender in reliance upon the agreement agreements of the other Lenders set forth in §5.1(d) and upon the representations and warranties this Section 2.15 agrees to issue Letters of the Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers one or more standby letters of credit (individually, a "Letter of Credit"), in such form as may be requested Credit from time to time by before the Borrowers and agreed to by Letter of Credit Termination Date upon the Administrative Agentrequest of the Company; provided, however, that, at provided that (i) immediately after each Letter of Credit is issued (x) the Total Usage of all times, after giving effect to such requestLenders shall not exceed the aggregate amount of the Commitments, (ay) the sum aggregate amount of the aggregate Maximum Drawing Amount and Letter of Credit Liabilities of all Unpaid Reimbursement Obligations Lenders shall not exceed $15,000,000 at any one time, 300,000,000 and (bz) the sum aggregate amount of (i) Letter of Credit Liabilities with respect to all L/C Obligations, Letters of Credit issued by the Issuing Lender of such Letters of Credit shall not exceed $100,000,000 and (ii) each such Letter of Credit shall only back performance of non-financial or commercial contracts or undertakings of the amount Company and its Subsidiaries of all Revolving the type which qualify for a 50% conversion factor for purposes of risk-based capital adequacy regulations applicable to the Lenders from time to time. Upon the date of issuance by an Issuing Lender of a Letter of Credit, the Issuing Lender shall be deemed, without further action by any party hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Lender, a participation in such Letter of Credit Loans outstanding and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each 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 exceed the Total Revolving Credit Commitment at be affected by any time. Notwithstanding the foregoingcircumstance whatsoever, the Administrative Agent shall have no obligation to issue including any amendment, renewal or extension of any Letter of Credit to support or secure any Indebtedness the occurrence and continuance of a Default or reduction or termination of the Borrowers Commitments, and that each such payment shall be made without any offset, abatement, withholding or any of their 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 Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary to 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 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 the Borrowers or such Subsidiaryreduction whatsoever.

Commitment to Issue Letters of Credit. Subject The Issuer agrees to issue under the several responsibilities of the Banks in accordance with their respective Percentages, from time to time after the Effective Date and until the date that is thirty (30) days prior to the terms and conditions hereof 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")Commitment Termination Date, the Administrative Agent on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in §5.1(d) and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers one or more standby letters of credit (individually, 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 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 documents, if any, having been specified in, or attached as a copy to, the relevant Letter of Credit Request), and shall be otherwise upon such terms as the Borrower may specify in a Letter of Credit Request delivered to the Issuer at least three (3) Business Days (or such form shorter period as may be requested from time to time by agreed among the Borrowers and agreed to by Issuer, the Administrative AgentAgent 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 issuance thereof, provided that each Letter of Credit may contain provisions to extend the expiry thereof automatically for one or more successive periods of not more than one year; provided, however, thatthat in no event shall any Letter of Credit 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 this Agreement, at each renewal, if applicable, of a Letter of Credit shall be considered an issuance thereof and the Borrower shall be required to comply with all times, after giving effect the provisions of this Agreement with respect to any such renewal to the same extent as if a new Letter of Credit was being issued on such renewal date. Upon fulfillment of the applicable conditions set forth in Article V with respect to such requestLetter of Credit and subject to the terms hereof, the Issuer shall issue such Letter of Credit promptly to the requested beneficiary and give to the Banks prompt written notice (ain reasonable detail) of such issuance. Promptly after the sum issuance of or amendment to a Letter of Credit, the aggregate Maximum Drawing Amount Issuer shall notify the Administrative Agent and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one timethe Borrower, in writing, of such issuance or amendment, and (b) the sum such notice shall be accompanied by a copy of (i) all L/C Obligations, and (ii) the amount such issuance or amendment. Upon receipt of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any time. Notwithstanding the foregoingsuch notice, the Administrative Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of notify the Borrowers or any of their Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date Banks in writing of such Letter issuance or amendment and, upon receipt of Creditwritten request from a Bank, unless in any shall provide such case the Borrowers demonstrate to the satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary to the proposed beneficiary Bank with copies of such Letter of Credit issuance 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 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 the Borrowers or such Subsidiaryamendment.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers Company 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 Banks and in reliance upon the agreement of the Lenders Banks set forth in §5.1(d) section 5.1.4 and upon the representations and warranties of the Borrowers Company contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers Company one or more standby or documentary letters of credit (individually, a "Letter of Credit"), denominated in Dollars or an Optional Currency in such form as may be requested from time to time by the Borrowers Company and agreed to by the Administrative Agent; provided, however, that, at all times, 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 $15,000,000 at any one time, time (or such other amount as may be agreed from time to time by the Company and the Agent and notified to the Banks) and (b) the sum of (i) all L/C Obligations, and (ii) the amount of all Revolving Credit Loans outstanding Utilization shall not exceed the Total Revolving Credit Commitment at any timeCommitment. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrowers Company or any of their 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 Company demonstrates to the reasonable satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers Company or such Subsidiary to 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 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 the Borrowers Company or such Subsidiary.

Commitment to Issue Letters of Credit. Subject to the terms requirements set forth below, the Borrower may use a portion of the RC Commitment, which portion shall not exceed $10,000,000 (the “Letter of Credit Sublimit”), for the purpose of causing an Issuing Bank to issue standby Letters of Credit denominated in Dollars for the account of the Borrower and/or Subsidiary Guarantors; provided that (a) the Borrower executes and conditions hereof delivers, and if the execution Letter of Credit is for the account of a Subsidiary Guarantor, then such Subsidiary Guarantor also so executes and delivery by the Borrowers of delivers as a co-applicant, a letter of credit application on and reimbursement agreement in a form acceptable to such Issuing Bank and complies with any conditions to the Administrative Agent's customary form (a "issuance of such Letter of Credit Application"), (including the Administrative Agent on behalf payment of the Lenders and in reliance upon the agreement of the Lenders any applicable fees) set forth in §5.1(dtherein; (b) and upon such Issuing Bank approves the representations and warranties form of the Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers one or more standby letters of credit (individually, a "such Letter of Credit"), in ; (c) such form as may be requested from time to time by Letter of Credit bears an expiration date not later than the Borrowers and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time, and (b) the sum earlier of (i) all L/C Obligations, 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; (e) the purpose of such Letter of Credit shall be acceptable to such Issuing Bank; (f) the conditions set forth in Section 4.2 (Requirements for Each Loan/Letter of Credit) are fulfilled to the satisfaction of such Issuing Bank as of the date of the issuance of such Letter of Credit and (g) no later than the date of issuance of any such Letter of Credit, the 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, and a statement that all Revolving Credit Loans outstanding shall not exceed of the Total Revolving Credit Commitment at any timeconditions hereunder have been complied with. Notwithstanding the foregoinganything in this ARTICLE 3, the Administrative Agent each Issuing Bank shall have be under no obligation to issue any Letter of Credit if there is a Defaulting Lender, unless such Issuing Bank has entered into arrangements satisfactory to support or secure any Indebtedness of the Borrowers or any of their Subsidiaries such Issuing Bank and to the extent that such Indebtedness was incurred prior to Agent, with the proposed issuance date of such Letter of Credit, unless in any such case the Borrowers demonstrate to the satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers Borrower or such Subsidiary Defaulting Lender to the proposed beneficiary of eliminate 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 reimbursement obligation Issuing Bank’s risk 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 the Borrowers or such SubsidiaryDefaulting Lender.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers 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 Banks and in reliance upon the agreement of the Lenders Banks set forth in §5.1(d) Section 5.1.4 and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers 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 Borrowers Borrower and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time, time and (b) the sum of (i) the Maximum Drawing Amount on all L/C Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iiiii) the amount of all Revolving Credit Loans outstanding shall not exceed the lesser of (A) the Total Revolving Credit Commitment at any timeand (B) the Borrowing Base. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrowers Parent or any of their 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 Parent and the Borrower demonstrates to the satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers Parent or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was were then secured or supported by a letter of credit issued for the account of the Borrowers Parent, the Borrower or such other 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 the Borrowers Parent, the Borrower or such other Subsidiary.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers Borrower of a letter of credit application on the Administrative AgentIssuing Lender's customary form (a "Letter of Credit ApplicationLETTER OF CREDIT APPLICATION"), the Administrative Agent Issuing Lender on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in §5.1(d) Section 4.1.4 and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, extend extend, amend and renew for the account of the Borrowers Borrower one or more standby or documentary letters of credit (individually, a "Letter of CreditLETTER OF CREDIT"), in such form as may be requested from time to time by the Borrowers Borrower and agreed to by the Administrative AgentIssuing Lender; providedPROVIDED, howeverHOWEVER, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 125,000,000 at any one time, time and (b) the sum of (i) the Maximum Drawing Amount on all L/C Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iiiii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at such time; and PROVIDED, FURTHER, that the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations with respect to standby Letters of Credit shall not exceed $10,000,000 at any one time. Notwithstanding As of the foregoingClosing Date, the Administrative Agent Fleet Letters of Credit shall have no obligation be deemed to issue be Letters of Credit issued pursuant and subject to the conditions of this Section 4 and the Borrower hereby affirms its obligations thereunder. For purposes of determining the Maximum Drawing Amount of any Letter of Credit issued by the Issuing Lender in a currency other than Dollars at any time, such Maximum Drawing Amount shall be equal to support or secure any Indebtedness the Dollar equivalent of the Borrowers or any face amount at such time and shall be determined at the time of their Subsidiaries to issuance and at the extent that such Indebtedness was incurred prior to the proposed issuance date end of such Letter of Credit, unless in any such case the Borrowers demonstrate to the satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary to 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 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 the Borrowers or such Subsidiaryeach calendar quarter.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers Company 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 Banks and in reliance upon the agreement of the Lenders Banks set forth in §5.1(d) 5.1.4 and upon the representations and warranties of the Borrowers Company contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers Company 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 Borrowers Company and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time, time (or such other amount as may be agreed from time to time by the Company and the Agent and notified to the Banks) and (b) the sum of (i) all L/C Obligations, and (ii) the amount of all Revolving Credit Loans outstanding Utilization shall not exceed the Total Revolving Credit Commitment at any timeCommitment. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrowers Company or any of their 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 Company demonstrates to the reasonable satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers Company or such Subsidiary to 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 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 the Borrowers Company or such Subsidiary.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers Borrower of a letter of credit application on the Administrative Agent's applicable Fronting Bank’s customary form as part of a Completed Committed Loan Request (a "“Letter of Credit Application"”), the Administrative Agent such Fronting Bank on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in §5.1(d) 3.1.4 and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers 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 Borrowers Borrower and reasonably agreed to by the Administrative Agentsuch Fronting Bank; provided, however, that, at all times, after giving effect to such requestCompleted Committed Loan Request, (a) unless such Fronting Bank otherwise consents, the sum of the aggregate Maximum Drawing Amount and of all Unpaid Reimbursement Obligations Letters of Credit issued by such Fronting Bank shall not exceed its L/C Commitment, (b) the Maximum Drawing Amount of all Letters of Credit shall not exceed $15,000,000 100,000,000 at any one time, time and (bc) the sum of (i) the Maximum Drawing Amount on all L/C Obligations, Letters of Credit and (ii) the amount of all Revolving Credit Loans and Competitive Bid Loans outstanding shall not exceed the Total Revolving Credit Commitment in effect at such time; provided that the Maximum Drawing Amount of all Letters of Credit shall not exceed $60,000,000 at any timeone time unless and until the Borrower delivers evidence satisfactory to the Administrative Agent that the board of directors of MCRC has authorized an increase in such Letter of Credit sublimit to $100,000,000. Notwithstanding The applicable Fronting Bank shall give the foregoingAdministrative Agent prompt notice of the issuance of each Letter of Credit, and the Administrative Agent shall have no obligation forward such notice to issue any Letter of Revolving Credit to support or secure any Indebtedness of the Borrowers or any of their Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless Lenders in any such case the Borrowers demonstrate to the satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary to 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 reimbursement obligation accordance 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 the Borrowers or such Subsidiary§14.12.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers of a letter of credit application on the Administrative Agent's ’s customary form (a "“Letter of Credit Application"”), the Administrative Agent on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in §5.1(d) 5.4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of 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 by the Borrowers and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time, and (b) the sum of (i) all L/C Obligations, and (ii) the amount of all Revolving Credit Loans and Swingline Loans outstanding shall not exceed the Total Revolving Credit Commitment at any time. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrowers or any of their 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 Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary to 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 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 the Borrowers or such Subsidiary. Each Existing Letter of Credit shall, from and after the Restatement Date, be deemed to be a Letter of Credit issued under this Credit Agreement and shall be subject to and governed by the terms and conditions of this Credit Agreement and the other Loan Documents.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof and the execution and delivery by the Borrowers Borrower of a letter of credit application on the Administrative Agent's ’s customary form (a "“Letter of Credit Application"”), the Administrative Agent on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in §5.1(d) 5.1.4 and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers Borrower one or more standby letters of credit (individually, a "“Letter of Credit"”), in such form as may be requested from time to time by the Borrowers Borrower and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (ai) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 50,000,000 at any one time, time and (bii) the sum of (i1) the Maximum Drawing Amount on all Letters of Credit, (2) all L/C Unpaid Reimbursement Obligations, and (ii3) the amount of all Revolving Credit Loans outstanding shall not exceed the Total Revolving Credit Commitment at any such time. . (b) Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit Credit: (i) to support or secure any Indebtedness of an Excluded Subsidiary; (ii) to support or secure any Indebtedness of the Borrowers Borrower or any Subsidiary of their Subsidiaries the Borrower to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit; (iii) if any order, unless in judgment or decree of any such case the Borrowers demonstrate Governmental Authority or arbitrator shall by its terms purport to the satisfaction of enjoin or restrain the Administrative Agent from issuing such Letter of Credit, or any Law applicable to the Administrative Agent or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Administrative Agent shall prohibit, or request that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers Administrative Agent refrain from, the issuance of letters of credit generally or such Subsidiary Letter of Credit in particular or shall impose upon the Administrative Agent with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the proposed beneficiary Administrative Agent is not otherwise compensated hereunder) not in effect on the Funding Date, or shall impose upon the Administrative Agent any unreimbursed loss, cost or expense which was not applicable on the Funding Date and which the Administrative Agent in good f▇▇▇▇ ▇▇▇▇▇ material to it; (iv) if the issuance of such Letter of Credit would violate one or (y) such prior incurred Indebtedness was then secured or supported by a letter more policies of the Administrative Agent applicable to letters of credit issued generally; (v) except as otherwise agreed by the Administrative Agent, if such Letter of Credit is in an initial stated amount less than $100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit; (vi) if such Letter of Credit is to be denominated in a currency other than Dollars; (vii) if such Letter of Credit contains any provision for the account automatic reinstatement of the Borrowers stated amount after any drawing thereunder; or (viii) if a default of any Lender’s obligations to fund under §5.1.4 exists or any Lender is at such time a Delinquent Lender hereunder, unless the Administrative Agent has entered into satisfactory arrangements with the Borrower or such Subsidiary and Lender to eliminate the reimbursement obligation Administrative Agent’s risk 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 the Borrowers or such SubsidiaryLender.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers of a letter of credit application on the Administrative Agentapplicable Issuing Bank's customary form (a "Letter of Credit Application"), the Administrative Agent such Issuing Bank on behalf of the Revolving Lenders and in reliance upon the agreement of the Revolving Lenders set forth in §5.1(d) Section 4.1.4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers 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 by the applicable Borrower or, as the case may be, Borrowers and agreed to by the Administrative Agentapplicable Issuing Bank; provided, however, that, at all times, 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 $15,000,000 75,000,000 (the "Letter of Credit Sublimit") at any one time, and (b) the sum Dollar Equivalent of the Total Revolving Facility Usage shall not exceed the lesser of (i) all L/C Obligations, and the Total Commitment at such time or (ii) the amount Aggregate Borrowing Base as then in effect, (c) the sum of all the Dollar Equivalent of (x) the Co-Borrower Revolving Loans outstanding, plus (y) the LC Exposure in respect of Letters of Credit issued for the account of the Co-Borrowers, plus (z) the Swingline Loans outstanding outstanding, shall not exceed the lesser of (x) the Total Revolving Credit Commitment at such time or (y) the Domestic Borrowing Base as then in effect, and (d) the sum of the Dollar Equivalent of (x) the LC Exposure in respect of Letters of Credit issued for the account of any timeEuropean Borrower and/or the Australian Borrower, plus (y) the outstanding UK Loans and Irish Loans, plus (z) the outstanding Australian Loans shall not exceed the Foreign Sublimit. Notwithstanding Each Issuing Bank shall provide the foregoingAdministrative Agent, on a monthly basis, a report on the Maximum Drawing Amount of outstanding Letters of Credit. The Administrative Agent shall have 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 under any obligation to issue any Letter of Credit if: (a) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to support enjoin or secure any Indebtedness of the Borrowers or any of their Subsidiaries to the extent that restrain such Indebtedness was incurred prior to the proposed issuance date of Issuing Bank from issuing such Letter of Credit, unless in or any laws applicable to such case Issuing Bank or any request or directive (whether or not having the Borrowers demonstrate to force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the satisfaction issuance of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers letters of credit generally or such Subsidiary to the proposed beneficiary of such Letter of Credit in particular or (y) shall impose upon 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 reimbursement obligation Issuing Bank with respect to such letter Letter of credit Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was fully secured by not applicable on the Closing Date and which such Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; or (b) a prior perfected and unavoidable security interest in collateral provided default of any Revolving Lender's obligations to fund under this Section 4 exists or any Revolving Lender is at such time a Delinquent Lender hereunder, unless such Issuing Bank has entered into satisfactory arrangements with the issuer of such letter of credit by the applicable Borrowers or such SubsidiaryLender to eliminate such Issuing Bank's risk with respect to such Lender.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers 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 Banks, in reliance upon the agreement of the Lenders set forth in §5.1(d) and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers 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 Borrowers Borrower and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 1,000,000 at any one time, time for standby Letters of Credit and $500,000 at any one time for documentary Letters of Credit and (b) the sum of (i) the Maximum Drawing Amount on all L/C ObligationsLetters of Credit, and (ii) the amount of all Revolving Credit Loans outstanding shall not exceed the Total lesser of (A) the sum of the Banks' Commitments to make Revolving Credit Commitment at any timeLoans and (B) the Borrowing Base. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrowers or any of their Subsidiaries Borrower 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 Borrower demonstrates to the satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary Borrower to 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 Borrower 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 the Borrowers or such SubsidiaryBorrower.

Commitment to Issue Letters of Credit. (i) The Borrower may from time to time request that (A) the Lenders, acting through the L/C Issuing Bank in accordance with subsection (iii) below, issue a letter of credit (a "Syndicated Letter of Credit") pursuant to which the Lenders shall be severally obligated to the beneficiary to pay any drawings made thereunder ratably in proportion to their respective Commitments or (B) an L/C Issuing Bank issue a letter of credit (a "Participated Letter of Credit") pursuant to which such L/C Issuing Bank shall be obligated to the beneficiary to pay any drawings made thereunder and the Lenders shall be obligated to the L/C Issuing Bank to participate ratably in such drawings in proportion to their respective Commitments as hereinafter provided. Syndicated Letters of Credit and Participated Letters of Credit are collectively referred to herein as "Letters of Credit". (ii) On the Closing Date, each L/C Issuing Bank that has issued an Existing Letter of Credit shall be deemed, without further action by any party hereto, to have issued a Participated Letter of Credit hereunder, and each Lender shall be deemed, without further action by any party hereto, to have agreed to participate ratably in proportion to its Commitment in any drawings made under such Existing Letter of Credit. The Borrower and the Lenders party hereto that are also party to the Existing Credit Agreement agree that, concurrently with such issuance hereunder, the participations in the Existing Letters of Credit under the Existing Credit Agreement shall be automatically canceled without further action by any of the parties thereto. On and after the Closing Date each Existing Letter of Credit shall be deemed issued hereunder and shall thereupon be a Letter of Credit hereunder. (iii) Subject to subsection (v) below, and in accordance with its customary procedures (to the extent such procedures are not inconsistent with the terms of this Agreement), the L/C Issuing Bank agrees, on the terms and conditions hereof set forth in this Agreement and at the execution request of the Borrower, to execute and delivery by the Borrowers of a letter of credit application on the Administrative Agent's customary form (a "Letter deliver Syndicated Letters of Credit Application"), the Administrative Agent on behalf of the Lenders and in reliance upon the agreement each of the Lenders set forth in §5.1(d(and not as sole issuer) and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers one Borrower or more standby letters of credit (individually, a "Letter of Credit"), in such form as may be requested any Subsidiary from time to time from and including the Effective Date to but excluding the Termination Date; provided that no Syndicated Letter of Credit shall be issued, extended or renewed if such L/C Issuing Bank has been notified in writing by the Borrowers and agreed Borrower, the Administrative Agent or the Required Lenders that any condition set forth in Section 3.2 is not satisfied on the date such Syndicated Letter of Credit is to be issued, extended or renewed; provided further that if any Syndicated Letter of Credit contains a provision pursuant to which it is deemed extended unless notice of termination is given by the Administrative Agent; providedL/C Issuing Bank, howeverthe L/C Issuing Bank shall give such notice of termination on behalf of each of the Lenders if it has been notified as provided in the immediately preceding proviso. The terms of each such Syndicated Letter of Credit shall provide that each Lender is obligated, thatseverally and not jointly, at all times, after giving effect to pay any drawings under such Letter of Credit ratably in proportion to such requestLender's Commitment as in effect when such Letter of Credit is issued. Upon receipt of a Notice of Issuance pursuant to subsection (b) of this Section with respect to a Syndicated Letter of Credit, the L/C Issuing Bank shall prepare such Letter of Credit in a form customarily issued by it for its own account as issuing bank, but with such changes as the L/C Issuing Bank deems necessary or appropriate to reflect the fact that such Letter of Credit is a Syndicated Letter of Credit. Each Lender authorizes the L/C Issuing Bank to execute and issue such Syndicated Letter of Credit on its behalf as its attorney in fact; provided that such Syndicated Letter of Credit is issued in compliance with the provisions of this Section and within the limitations set forth in subsection (av) below. Promptly after issuance of any Syndicated Letter of Credit, the L/C Issuing Bank will send to each of the Lenders a copy of such Letter of Credit in the form in which it was issued. (iv) Subject to subsection (v) below, and in accordance with its customary procedures (to the extent such procedures are not inconsistent with the terms of this Agreement), the L/C Issuing Bank agrees, on the terms and conditions set forth in this Agreement and at the request of the Borrower, to issue Participated Letters of Credit as sole issuing bank for the account of the Borrower or any Subsidiary from time to time from and including the Effective Date to but excluding the Termination Date; provided that no Participated Letter of Credit shall be issued, extended or renewed if such L/C Issuing Bank has been notified in writing by the Borrower, the Administrative Agent or the Required Lenders that any condition set forth in Section 3.2 is not satisfied on the date such Participated. Letter of Credit is to be issued, extended or renewed; provided further that if any Participated Letter of Credit contains a provision pursuant to which it is deemed extended unless notice of termination is given by the L/C Issuing Bank, the L/C Issuing Bank shall give such notice of termination if it has been notified as provided in the immediately preceding proviso. Each Lender agrees to participate ratably in proportion to its Commitment in any drawings made under each Participated Letter of Credit. (v) The obligations of the Lenders and the L/C Issuing Banks to issue Letters of Credit pursuant to clauses (iii) and (iv) above are subject to the following additional conditions: (A) no Letter of Credit shall be issued (or extended or renewed) if, immediately after the issuance thereof, any Lender's Total Exposure would exceed the amount of its Commitment; (B) no Letter of Credit shall be issued (or extended or renewed) if, immediately after the issuance thereof, the Aggregate Letter of Credit Amount would exceed the Maximum Letter of Credit Amount; (C) no Letter of Credit shall expire more than 18 months after its date of issuance; provided that a Letter of Credit may contain a provision pursuant to which it is deemed to be extended on an annual basis unless notice of termination is given by the L/C Issuing Bank; provided further that no Letter of Credit shall have an expiry date later than seven Domestic Business Days prior to the Termination Date; (D) without the approval of the Required Lenders (and in the case of Participated Letters of Credit, the L/C Issuing Bank), no Letter of Credit shall be issued (x) to support the obligations of the Borrower or any Subsidiary with respect to any Debt or Guarantee, or (y) to finance the export or import of weapons; (E) the sum of Borrower shall have used its reasonable best efforts to cause, to the extent practicable, the aggregate Maximum Drawing Amount and face amount of all Unpaid Reimbursement Obligations outstanding Participated Letters of Credit issued by each L/C Issuing Bank to be equal to the aggregate face amount of all outstanding Participated Letters of Credit issued by each other L/C Issuing Bank; and (F) the aggregate face amount of all outstanding Participated Letters of Credit issued by any one L/C Issuing Bank shall not exceed $15,000,000 at any one time, and 80,000,000. (bvi) the sum of (i) all The L/C Obligations, Issuing Banks and (ii) the amount of all Revolving Credit Loans outstanding Lenders shall not exceed the Total Revolving Credit Commitment at any time. Notwithstanding the foregoing, the Administrative Agent shall have no obligation be obligated to issue any Letter of Credit to support in connection with the financing of imports into or secure any Indebtedness of exports from the Borrowers or any of their Subsidiaries to United States if the extent L/C Issuing Bank believes 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 Administrative Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary to the proposed beneficiary of such Letter of Credit would not meet the criteria (with regard to goods shipped, nationality of beneficiary, country of origin, or (yother similar considerations) customarily applied by it when considering a request to issue such prior incurred Indebtedness was then secured or supported by a letter letters of credit issued for the account of the Borrowers 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 the Borrowers or such Subsidiarycredit.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof and the execution and delivery by the Borrowers GWI of a letter of credit application on the Administrative Agent's Issuing Lender’s customary form (a "“Letter of Credit Application"”), the Administrative Agent Issuing Lender on behalf of the Applicable Lenders and in reliance upon the agreement of the Applicable Lenders set forth in §5.1(d) 5.1.4 and upon the representations and warranties of the Borrowers GWI contained herein, agrees, in its individual capacity, to issue, issue and extend and renew for the account of the Borrowers 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 by the Borrowers GWI and agreed to by the Administrative AgentIssuing Lender; provided, however, that, at all times, after giving effect to such request, (ai) the sum outstanding Letter of Credit Obligations to support obligations of the aggregate Maximum Drawing Amount Domestic Borrowers and all Unpaid Reimbursement Obligations shall Subsidiaries organized under the laws of any political subdivision of the United States do not exceed $15,000,000 at any one time30,000,000, and (b) the sum of (i) all L/C Obligations, and (ii) the amount outstanding Letter of all Revolving Credit Loans 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, (iii) 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 Domestic Revolver Exposure shall not exceed the Total Aggregate Domestic Revolving Credit Commitment at any timeLoan Commitments. Notwithstanding the foregoingany other provisions of this Credit Agreement, the Administrative Issuing Lender shall not issue or extend a Letter of Credit after it has received notice from any Lender or any 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. (b) The Issuing Lender shall have no not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to support enjoin or secure restrain the Issuing Lender from issuing such Letter of Credit, or any Indebtedness law applicable to the Issuing 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 prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the 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 ▇▇▇▇▇ ▇▇▇▇▇ material to it; (ii) the issuance of such Letter of Credit would violate (A) any laws or (B) one or more policies of the Borrowers or any Issuing Lender applicable to letters of their Subsidiaries to the extent credit generally; provided that such Indebtedness was incurred policies have been disclosed to GWI prior to its request for the proposed issuance date of such Letter of Credit; (iii) except as otherwise agreed by the Issuing Lender, such Letter of Credit is in an initial face amount less than $50,000; (iv) such Letter of Credit is to be denominated in a currency other than Dollars, Euro, Australian Dollars or Canadian Dollars, as the case may be; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (vi) any Lender is at that time a Defaulting Lender, unless in any such case the Borrowers demonstrate Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the satisfaction of the Administrative Agent that Issuing Lender (xin its sole discretion) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by with the Borrowers or such Subsidiary Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to §6.17(a)(iv)) with respect to the proposed beneficiary of such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. (yc) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account The Issuing Lender shall act on behalf of the Borrowers or such Subsidiary Applicable Lenders with respect to any Letters of Credit issued by it and the reimbursement obligation documents associated therewith, and the Issuing Lender shall have all of the benefits and immunities (A) provided to the Agents in §16 with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Agents” as used in §16 included the Issuing Lender with respect to such letter of credit was fully secured by a prior perfected acts or omissions, and unavoidable security interest in collateral (B) as additionally provided herein with respect to the issuer of such letter of credit by the Borrowers or such SubsidiaryIssuing Lender.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers Borrower of a letter of credit application on the Administrative Agent's respective Issuing Bank’s customary form (a "“Letter of Credit Application"”), the Administrative Agent each Issuing Bank, on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in §5.1(d) 4.1.4 and upon the representations and warranties of the Borrowers Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers 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 Borrowers Borrower and agreed to by the Administrative Agentrespective Issuing Bank; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 10,000,000 at any one time, time and (b) the sum of (i) the Maximum Drawing Amount on all L/C Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iiiii) the amount of all Revolving Credit Loans outstanding shall not exceed the lesser of (A) the Total Revolving Credit Commitment at any such time and (B) the Borrowing Base at such time. Notwithstanding the foregoing, the Administrative Agent no Issuing Bank shall have no any obligation to issue any Letter of Credit (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 Borrowers Borrower or any of their 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 Borrower demonstrates to the satisfaction of the Administrative Agent respective Issuing Bank that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers Borrower or such Subsidiary to 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 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 the Borrowers Borrower or such Subsidiary.

Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by the Borrowers applicable Revolver 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 Banks and in reliance upon the agreement of the Lenders Banks set forth in §5.1(d) ss.5.1.4 and upon the representations and warranties of the Revolver Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers such Revolver Borrower one or more standby or documentary letters of credit (individually, a "Letter of Credit")) denominated in Dollars, in such form as may be requested from time to time by the Borrowers such Revolver Borrower and agreed to by the Administrative Agent; provided, however, that, at all times, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at any one time, time and (b) the sum of (i) the Maximum Drawing Amount on all L/C ObligationsLetters of Credit, and (ii) all Unpaid Reimbursement Obligations, (iii) the Dollar Equivalent of the amount of all Revolving Credit Loans outstanding outstanding, and the Total Overdraft Usage shall not exceed the lesser of (A) the Total Revolving Credit Commitment at any timeand (B) the Borrowing Base. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrowers any Revolver Borrower or any of their 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 such Revolver Borrower demonstrates to the satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness was were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers such Revolver Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was were then secured or supported by a letter of credit issued for the account of the Borrowers such Revolver 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 the Borrowers such Revolver Borrower or such Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof and the execution and delivery by the Borrowers Applicable Borrower of a letter of credit application on the Administrative Agent's Issuing Lender’s customary form (a "“Letter of Credit Application"”), the Administrative Agent Issuing Lender on behalf of the Applicable Lenders and in reliance upon the agreement of the Applicable Lenders set forth in §5.1(d) 5.1.4 and upon the representations and warranties of the Borrowers Applicable Borrower contained herein, agrees, in its individual capacity, to issue, issue and extend and renew for the account of the Borrowers 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 by the Borrowers Applicable Borrower and agreed to by the Administrative AgentIssuing Lender; provided, however, that, at all times, after giving effect to such request, (ai) the sum outstanding Letter of Credit Obligations in respect of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall U.S. Borrower do not exceed $15,000,000 at any one time30,000,000, and (b) the sum of (i) all L/C Obligations, and (ii) the amount outstanding Letter of all Revolving Credit Loans Obligations in respect of the European Borrower do not exceed $15,000,000, (iii) 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 Domestic Revolver Exposure shall not exceed the Aggregate Domestic Revolving Loan Commitments, (vii) the Total European Exposure shall not exceed the Aggregate European Commitments, (viii) the Total Canadian Revolver Exposure shall not exceed the Aggregate Canadian Revolving Credit Commitment at any timeLoan Commitments and (ix) the Total Australian Exposure shall not exceed the Aggregate Australian Commitments. Notwithstanding the foregoingany other provisions of this Credit Agreement, the Administrative Issuing Lender shall not issue or extend a Letter of Credit after it has received notice from any Lender or any 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. (b) The Issuing Lender shall have no not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to support enjoin or secure restrain the Issuing Lender from issuing such Letter of Credit, or any Indebtedness law applicable to the Issuing 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 prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the 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 ▇▇▇▇▇ ▇▇▇▇▇ material to it; (ii) the issuance of such Letter of Credit would violate (A) any laws or (B) one or more policies of the Borrowers or any of their Subsidiaries Issuing Lender, provided that such policies have been disclosed to the extent that such Indebtedness was incurred Applicable Borrower prior to its request for the proposed issuance date of such Letter of Credit, unless in any such case the Borrowers demonstrate to the satisfaction of the Administrative Agent that ; (xiii) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided except as otherwise agreed by the Borrowers or such Subsidiary to the proposed beneficiary of Issuing Lender, such Letter of Credit or is in an initial face amount less than $50,000; (yiv) such prior incurred Indebtedness was then secured Letter of Credit is to be denominated in a currency other than Dollars, Euro, Australian Dollars or supported by a letter Canadian Dollars, as the case may be; (v) such Letter of credit issued Credit contains any provisions for the account automatic reinstatement of the Borrowers stated amount after any drawing thereunder; or (vi) a default of any Applicable Lender’s obligations to fund under §5.3 exists or any Applicable Lender which has a Domestic Revolving Loan, European Loan, Australian Loan or Canadian Revolving Loan, as the case may be has failed to fund any portion of any participations in Letter of Credit Obligations required to be funded by it hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the U.S. Borrower or such Subsidiary and Applicable Lender to eliminate the reimbursement obligation Issuing Lender’s risk with respect to such letter Lender. (c) The Issuing Lender shall act on behalf of credit was fully secured the Applicable Lenders with respect to any Letters of Credit issued by a prior perfected it and unavoidable security interest in collateral the documents associated therewith, and the Issuing Lender shall have all of the benefits and immunities (A) provided to the issuer of such letter of credit Agents in §16 with respect to any acts taken or omissions suffered by the Borrowers Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such SubsidiaryLetters of Credit as fully as if the term “Agents” as used in §16 included the Issuing Lender with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Issuing Lender.