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

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s customary form (a “Letter of Credit Application”), the 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 §4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time by the Borrower, and agreed to by the L/C Issuer; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit at any time, (ii) 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. 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 issued for the account of the Borrower or such Subsidiary that have expired or that have been drawn upon and reimbursed.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower Borrowers of a letter of credit application on the L/C Issuer’s Administrative Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Administrative Agent on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 5.1(d) and upon the representations and warranties of the Borrower Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower 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 Borrower, Borrowers and agreed to by the L/C IssuerAdministrative Agent; provided, however, that, at all times, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $15,000,000 at any one time, and (b) the sum of (i) all L/C Obligations, and (ii) the sum of the outstanding principal amount of the all 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 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 Total Commitment at Borrowers or such time and Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness was then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Borrower Borrowers or such Subsidiary that have expired 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 that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s customary form (a “Letter of Credit Application”), the 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 §4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C Issuer; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit at any timeone 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, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, 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 issued for the account of the 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.

Commitment to Issue Letters of Credit. (a) Subject to the terms ------------------------------------- and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Agent on behalf of the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 (S)5.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “"Letter of Credit”"), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerAgent; provided, however, -------- ------- that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $5,000,000 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of Swing Line all Revolving Credit Loans outstanding shall not exceed the lesser of (xA) the Total Commitment at and (B) the Borrowing Base. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrower or any of its Subsidiaries to the extent that such time Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrower demonstrates to the satisfaction of the Agent that (x) such prior incurred Indebtedness were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness were then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Borrower or such Subsidiary that have expired 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 Borrower or that have been drawn upon and reimbursedsuch Subsidiary.

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

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the a Borrower of a letter of credit application on the L/C Issuer’s Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Agent on behalf of the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 ss.4.1.4 and upon the representations and warranties of the such Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the such Borrower one or more standby or documentary letters of credit (individually, a “"Letter of Credit”"), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerAgent; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $5,000,000 and (b) the Letter sum of Credit Sublimit at any time(i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus (iii) the outstanding amount of Swing Line all Revolving Credit Loans outstanding, and (iv) the Maximum Overdraft Amount shall not exceed the lesser Total Commitment. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of any Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case such Borrower demonstrates to the satisfaction of the Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by such Borrower or such Subsidiary to the Total Commitment at proposed beneficiary of such time and Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness was then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the such Borrower or such Subsidiary that have expired and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by such Borrower or that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Agent on behalf of the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 Section 2.17.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “"Letter of Credit”"), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerAgent; providedPROVIDED, howeverHOWEVER, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $25,000,000 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of Swing Line all Loans outstanding shall not exceed the lesser Total Commitment. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrower demonstrates to the satisfaction of the Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Total Commitment at Borrower or such time and Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness was then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Borrower or such Subsidiary that have expired 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 Borrower or that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s customary form (a “Letter of Credit Application”)Request, the L/C Issuer each Issuing Bank, on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 4.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C Issuerrespective Issuing Bank; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $10,000,000 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of Swing Line all Revolving Credit Loans outstanding shall not exceed the lesser of (xA) the Total Commitment at such time and (yB) the Borrowing Base at such time. Each request Notwithstanding the foregoing, no Issuing Bank shall have 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 Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrower demonstrates to the satisfaction of the 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 Borrower for or such Subsidiary to the issuance or amendment proposed beneficiary of a such Letter of Credit shall be deemed to be or (y) such prior incurred Indebtedness was then secured or supported by 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 letter of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit credit issued for the account of the Borrower or such Subsidiary that have expired 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 Borrower or that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower GWI of a letter of credit application on the L/C IssuerIssuing Lender’s customary form (a “Letter of Credit Application”), the L/C Issuer Issuing Lender on behalf of the Revolving Credit Applicable Lenders and in reliance upon the agreement of the Revolving Credit Applicable Lenders set forth in this §4 5.1.4 and upon the representations and warranties of the Borrower GWI contained herein, agrees, in its individual capacity, to issue, issue and extend and renew for the account of the 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 Borrower, GWI and agreed to by the L/C IssuerIssuing Lender; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the outstanding Letter of Credit Sublimit at Obligations to support obligations of the Domestic Borrowers and Subsidiaries organized under the laws of any timepolitical subdivision of the United States do not exceed $30,000,000, (ii) the sum outstanding Letter of Credit Obligations to support obligations of the outstanding principal amount European Borrower and Subsidiaries organized or incorporated under the laws of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement ObligationsEuropean Union or any other country in Europe do not exceed $15,000,000, plus (iii) the outstanding amount Letter of Swing Line Loans 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 lesser Aggregate Domestic Revolving Loan Commitments. Notwithstanding any other provisions of (x) this Credit Agreement, the Total Commitment at such time and (y) the Borrowing Base at such time. Each request by the Borrower for the issuance Issuing Lender shall not issue or amendment of extend a Letter of Credit shall be deemed to be after it has received notice from any Lender or any Agent that a representation by the Borrower Default or Event of Default has occurred and stating 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 no Letters of Credit shall are to be fully revolving, and accordingly issued or extended until such Default or Event of Default has been cured or waived in accordance with the Borrower may, during the foregoing period, obtain Letters provisions of this Credit to replace Letters of Credit issued for the account of the Borrower or such Subsidiary that have expired or that have been drawn upon and reimbursedAgreement.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower Borrowers of a letter of credit application on the L/C IssuerAdministrative Agent’s customary form (a “Letter of Credit Application”), the L/C Issuer Administrative Agent on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 5.1.4 and upon the representations and warranties of the Borrower Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the 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 Borrower, such Borrower and agreed to by the L/C IssuerAdministrative Agent; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $10,000,000 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of Swing Line all Revolving Credit Loans outstanding shall not exceed the lesser of (x) the Total Revolving Credit Commitment at such time and (y) the Borrowing Base at such time. Each request by Notwithstanding the Borrower for foregoing, the issuance or amendment of a Administrative Agent shall have no obligation to issue any Letter of Credit shall be deemed to be support or secure any Indebtedness of a representation by the Borrower that the issuance or amendment so requested complies with the conditions set forth in the proviso any of its Subsidiaries to the preceding sentence. Within the foregoing limits, and subject extent that such Indebtedness was incurred prior to the terms proposed issuance date of such Letter of Credit, unless in any such case 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 conditions hereof, unavoidable security interest in collateral provided by such Borrower or such Subsidiary to the Borrower’s ability to obtain Letters proposed beneficiary of such Letter of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters or (y) such prior incurred Indebtedness was then secured or supported by a letter of Credit to replace Letters of Credit credit issued for the account of the such Borrower or such Subsidiary that have expired and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by such Borrower or that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower Borrowers of a letter of credit application on the L/C Issuer’s Agent's customary form (a “"Letter of Credit Application”), ") the L/C Issuer Agent on behalf of the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 (S)3.1.4 and upon the representations and warranties of the Borrower Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower Borrowers from time to time from the Closing Date to the date which is fourteen (14) Business Days prior to the Maturity Date one or more standby letters of credit (each, individually, a “"Letter of Credit”"), in such form as may be requested from time to time by the Borrower, Borrowers and agreed to by the L/C IssuerAgent; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit Twenty Million Dollars ($20,000,000) at any one time, (b) the sum of (i) the Maximum Drawing Amount, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of Swing Line all Loans Outstanding shall not exceed the lesser of Total Commitment or, if less the amount to which the Borrowers' secured Obligations are limited as set forth in the proviso contained in (xS)6 hereof and (c) the Total Commitment at such time Borrowers are in compliance with the covenant contained in (S)10.4 hereof. The parties hereto hereby agree that, on and (y) as of the Borrowing Base at such time. Each request by Closing Date, the Borrower for letters of credit issued under the issuance or amendment of a Letter of Existing Credit Agreement 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 issued for the account of the Borrower or such Subsidiary that have expired or that have been drawn upon and reimbursedhereunder.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Agent on behalf of the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 ss.5.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “"Letter of Credit”"), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerAgent; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $5,000,000 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of Swing Line all Revolving Credit Loans outstanding shall not exceed the lesser of (xA) the Total Commitment at and (B) the Borrowing Base. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrower or any of its Subsidiaries to the extent that such time Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrower demonstrates to the satisfaction of the Agent that (x) such prior incurred Indebtedness were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness were then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Borrower or such Subsidiary that have expired 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 Borrower or that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the a Borrower of a letter of credit application on the L/C Issuer’s Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Agent on behalf of the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 ss.4.1.4 and upon the representations and warranties of the such Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the such Borrower one or more standby or documentary letters of credit (individually, a “"Letter of Credit”"), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerAgent; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $500,000 and (b) the Letter sum of Credit Sublimit at any time(i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus (iii) the outstanding amount of Swing Line all Revolving Credit Loans outstanding, and (iv) the Maximum Overdraft Amount shall not exceed the lesser of (xA) the Total Commitment at and (B) the Borrowing Base. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of any Borrower or any of its Subsidiaries to the extent that such time Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case such Borrower demonstrates to the satisfaction of the Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by such Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness was then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the such Borrower or such Subsidiary that have expired and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by such Borrower or that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms ------------------------------------- and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s Letter of Credit Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Letter of Credit Agent on behalf of ---------------------------- the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 (S)4.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “"Letter of Credit”"), in such form as may ---------------- be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerLetter of Credit Agent; provided, however, that, after giving effect to such -------- ------- request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $25,000,000.00 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of Swing Line all Revolving Credit Loans outstanding shall not exceed the lesser of (xA) the Total Commitment at and (B) the Borrowing Base. Notwithstanding the foregoing, the Letter of Credit Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrower or any of its Subsidiaries to the extent that such time Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrower demonstrates to the satisfaction of the Letter of Credit Agent that (x) such prior incurred Indebtedness were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness were then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Borrower or such Subsidiary that have expired 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 Borrower or that have been drawn upon such Subsidiary. Letter of Credit Agent shall notify the Loan and reimbursedCollateral Agent of the Maximum Drawing Amount and other terms of each proposed Letter of Credit at least two (2) Business Days prior to the issuance thereof. Upon the issuance of any Letter of Credit, the Letter of Credit Agent shall promptly furnish a copy thereof to the Loan and Collateral Agent.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereofrequirements set forth below, upon the execution and delivery by the Borrower may use a portion of a letter the RC Commitment, which portion shall not exceed the sum of credit application on Fifteen Million Dollars ($15,000,000) (the L/C Issuer’s customary form (a “Letter of Credit ApplicationSublimit”), the 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 §4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew ) for the account purpose of causing the Borrower one or more Issuing Bank to issue standby letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time by the Borrower, and agreed to by the L/C Issuer; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit at any time, (ii) 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. 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 issued for the account of the Borrower or any of its U.S. Subsidiaries; provided, that (a) the Borrower or the applicable Subsidiary executes and delivers a letter of credit application and reimbursement agreement in a form acceptable to the Issuing Bank and complies with any conditions to the issuance of such Subsidiary that have expired Letter of Credit (including the payment of any applicable fees) set forth therein; (b) the Issuing Bank approves the form of such Letter of Credit; (c) except for evergreen Letters of Credit approved by the Issuing Bank it is sole discretion, but which will not be extended for a period past the RC Maturity Date, such Letter of Credit bears an expiration date not later than the earlier of (i) one year after the date of issuance and (ii) 30 days prior to the RC Maturity Date; (d) the Issuing Bank receives a request for issuance three (3) Business Days prior to the date of issuance (unless the Issuing Bank, in its sole and absolute discretion, agrees to shorter notice in any instance); (e) the purpose of such Letter of Credit shall be acceptable to the Issuing Bank; and (f) the conditions set forth in Section 4.2 (Requirements for Each Loan/Letter of Credit) are fulfilled to the satisfaction of the Issuing Bank as of the date of the issuance of such Letter of Credit. Notwithstanding anything in this Article 3, the Issuing Bank shall be under no obligation to issue any Letter of Credit if there is a Defaulting Lender, unless the Issuing Bank has entered into arrangements satisfactory to the Issuing Bank with the Borrower or that have been drawn upon and reimbursedsuch Lender to eliminate the Issuing Bank’s risk with respect to such Defaulting Lender.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s Issuing Lender's customary form (a “Letter of Credit Application”"LETTER OF CREDIT APPLICATION"), the L/C Issuer Issuing Lender on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 Section 4.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend extend, amend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “Letter of Credit”"LETTER OF CREDIT"), in such form as may be requested from time to time by the Borrower, Borrower (which may be on behalf of its Subsidiaries) and agreed to by the L/C IssuerIssuing Lender; providedPROVIDED, howeverHOWEVER, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $125,000,000 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Loans outstanding shall not exceed the Total Commitment at such time; and PROVIDED, FURTHER, that the sum of the outstanding principal amount of the Revolving Credit Loans plus the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus the outstanding amount Obligations with respect to standby Letters of Swing Line Loans Credit shall not exceed the lesser of (x) the Total Commitment $25,000,000 at such time and (y) the Borrowing Base at such any one time. Each request by As of the Borrower for Closing Date, the issuance or amendment of a Letter Existing Letters 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, Letters of Credit issued pursuant and subject to the terms conditions of this Section 4 and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during hereby affirms its obligations thereunder. For purposes of determining the foregoing period, obtain Letters Maximum Drawing Amount of Credit to replace Letters any Letter of Credit issued for by the account Issuing Lender in a currency other than Dollars at any time, such Maximum Drawing Amount shall be equal to the Dollar equivalent of the Borrower or face amount at such Subsidiary that have expired or that have been drawn upon time and reimbursedshall be determined at the time of issuance and at the end of each calendar quarter.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s customary form (a “Letter of Credit Application”), the 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 §4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C Issuer; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit at any time, one time and (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus (A) the Maximum Drawing Amount and of all Letters of Credit, (B) all Unpaid Reimbursement Obligations, plus and (C) the outstanding principal amount of all Revolving Credit Loans and Swing Line Loans outstanding shall not exceed the lesser of (x) the Total Commitment 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 issued for the account of the 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.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Agent on behalf of the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 ss.5.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby letters of credit (individually, a “"Letter of Credit”"), denominated in Dollars or any Optional Currency in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerAgent; provided, however, that, after giving effect to such request, (ia) the sum of the Dollar Equivalent of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $100,000,000 at any time, one time and (iib) the sum of the outstanding principal amount Dollar Equivalent (i) of the Revolving Credit Loans plus the Maximum Drawing Amount and on all Letters of Credit, (ii) of all Unpaid Reimbursement Obligations, plus and (iii) of the outstanding amount of Swing Line all Revolving Credit Loans outstanding shall not exceed the lesser of (xA) the Total Commitment at and (B) the Borrowing Base. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrower or any of its Subsidiaries to the extent that such time Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrower demonstrates to the satisfaction of the Agent that (x) such prior incurred Indebtedness were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness were then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Borrower or such Subsidiary that have expired 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 Borrower or that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s customary form (a “Letter of Credit Application”Application (as defined below), the L/C Issuer Fronting Bank on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 Section 4.2 and upon the representations and warranties of the 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 Borrower 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 to time by the Borroweraccordance with Section 4.1.2 below, and agreed (2) to by honor drawings under the L/C IssuerLetters of Credit, and the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $125,000,000 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of Swing Line all Loans outstanding shall not exceed the lesser of (x) the Total Commitment at such time and (y) the Borrowing Base at such time. Each request by As of the Borrower for Closing Date, the issuance or amendment of a Letter Existing Letters 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, Letters of Credit issued pursuant and subject to the terms conditions of this Section 4 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 issued for the account of the Borrower or such Subsidiary that have expired or that have been drawn upon and reimbursedhereby affirms its obligations thereunder.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Agent on behalf of the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 ss.4.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “"Letter of Credit”"), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerAgent; providedPROVIDED, howeverHOWEVER, that, that after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit at any time, (iia) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and on all Letters of Credit, (b) all Unpaid Reimbursement Obligations, plus and (c) the outstanding amount of Swing Line all Revolving Credit Loans outstanding shall not exceed the lesser of (xi) the Total Commitment at and (ii) the Borrowing Base. Notwithstanding the foregoing, except in connection with Letters of Credit issued to support Indebtedness assumed or incurred in any connection with any Permitted Acquisition, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrower or any of its Subsidiaries to the extent that such time Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrower demonstrates to the satisfaction of the Agent that (x) such prior incurred Indebtedness were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness were then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Borrower or such Subsidiary that have expired 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 Borrower or that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower Domestic Borrowers of a letter of credit application on the L/C IssuerAgent’s customary form (a “Letter of Credit Application”), the L/C Issuer Agent on behalf of the Domestic Lenders that have a Domestic Revolving Credit Lenders Commitment and in reliance upon the agreement of the Revolving Credit Domestic Lenders set forth in this §4 5.1.5 and upon the representations and warranties of the Borrower Domestic Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower 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 Borrower, Domestic Borrowers and agreed to by the L/C IssuerAgent; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount of all Letters of Credit and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $15,000,000 at any time, one time and (iib) the sum of the outstanding principal amount of the Revolving Credit Loans plus the aggregate Maximum Drawing Amount of all Letters of Credit and all Unpaid Reimbursement Obligations, Obligations plus the outstanding Outstanding amount of Swing Line the Domestic Revolving Credit Loans shall not not, at any time, exceed the lesser Total Domestic Revolving Credit Commitment. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of any of the Domestic Borrowers or 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 Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Total Commitment at Domestic Borrowers or such time and Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness were then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the such Domestic Borrower or such Subsidiary that have expired and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by such Domestic Borrower or that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereofrequirements set forth below, upon the execution and delivery by the Borrower may use a portion of a letter the Commitment, which portion shall not exceed the sum of credit application on Fifteen Million Dollars ($15,000,000) (the L“Base Amount Sublimit") plus the EBITDA/C Issuer’s customary form LOC Limit (a the “Special Litigation Sublimit” and, together with the Base Amount Sublimit, the “Letter of Credit Application”), the 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 §4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew Sublimit") for the account purpose of causing the Borrower one or more Issuing Bank to issue standby letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time by the Borrower, and agreed to by the L/C Issuer; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit at any time, (ii) 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. 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 issued for the account of the Borrower or any of its U.S. Subsidiaries; provided, that (a) the Borrower or the applicable Subsidiary executes and delivers a letter of credit application and reimbursement agreement in a form acceptable to the Issuing Bank and complies with any conditions to the issuance of such Subsidiary that have expired Letter of Credit (including the payment of any applicable fees) set forth therein; (b) the Issuing Bank approves the form of such Letter of Credit; (c) except for evergreen Letters of Credit approved by the Issuing Bank it is sole discretion, but which will not be extended for a period past the Maturity Date, such Letter of Credit bears an expiration date not later than the earlier of (i) one year after the date of issuance and (ii) 30 days prior to the Maturity Date; (d) the Issuing Bank receives a request for issuance three (3) Business Days prior to the date of issuance (unless the Issuing Bank, in its sole and absolute discretion, agrees to shorter notice in any instance); (e) the purpose of such Letter of Credit shall be acceptable to the Issuing Bank; and (f) the conditions set forth in Section 4.2 (Requirements for Each Loan/Letter of Credit) are fulfilled to the satisfaction of the Issuing Bank as of the date of the issuance of such Letter of Credit, provided, however, the Borrower may only request Letters of Credit using the Special Litigation Sublimit, and the Issuing Banks shall only issue Letters of Credit from the Special Litigation Sublimit, for purposes related to the Subject Litigation, including for purposes associated with any appeal thereof or that have been drawn upon and reimbursedbonding of any such appeal.

Commitment to Issue Letters of Credit. (a) Subject to ------------------------------------- the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s Issuing Bank's customary form (a “"Letter of Credit Application”"), the L/C Issuer Issuing Bank on behalf of the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 ss.4.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “"Letter of Credit”"), denominated in Dollars or any Optional Currency in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerIssuing Bank; provided, however, that, after giving effect to such request, (ia) the Dollar Equivalent of the outstanding Letter of Credit Obligations does not exceed $10,000,000 and (b) the sum of (i) the aggregate Maximum Drawing Amount Dollar Equivalent of the outstanding Letter of Credit Obligations and (ii) the amount of all Unpaid Reimbursement Obligations Loans outstanding shall not exceed the Total Commitment. Notwithstanding the foregoing, the Issuing Bank shall have no obligation to issue any Letter of Credit Sublimit at to support or secure any time, (ii) the sum Indebtedness of the outstanding principal amount Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrower demonstrates to the satisfaction 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 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 Total Commitment at Borrower or such time and Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness was then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Borrower or such Subsidiary that have expired 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 Borrower or that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Agent on behalf of the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders set Banks Set forth in this §4 5.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “"Letter of Credit”"), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerAgent; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $2,000,000 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of Swing Line all Revolving Credit Loans outstanding shall not exceed the lesser Total Commitment. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrower demonstrates to the reasonable satisfaction of the Agent that (x) such prior incurred Indebtedness were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Total Commitment at Borrower or such time and Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness were then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Borrower or such Subsidiary that have expired 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 Borrower or that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Agent on behalf of the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 ss.4.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “"Letter of Credit”"), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerAgent; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit at any time, (iia) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and on all Letters of Credit, (b) all Unpaid Reimbursement Obligations, plus and (c) the outstanding amount of Swing Line all Revolving Credit Loans outstanding shall not exceed the lesser Total Commitment. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrower demonstrates to the satisfaction of the Agent that (x) such prior incurred Indebtedness were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Total Commitment at Borrower or such time and Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness were then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Borrower or such Subsidiary that have expired 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 Borrower or that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower Borrowers of a letter of credit application on the L/C Issuer’s Issuing Bank's customary form (a “"Letter of Credit Application”), ") the L/C Issuer on behalf of the Revolving Credit Lenders and Issuing Bank in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 Section 3.1.4 and upon the representations and warranties of the Borrower Borrowers contained herein, agrees, in its individual capacity, agrees to issue, extend and renew for the account of the Borrower Borrowers from time to time from the Closing Date to the date which is fourteen (14) Business Days prior to the Maturity Date one or more standby letters of credit (each, individually, a “"Letter of Credit”"); provided, that, if requested by the Borrowers at least ten (10) days prior to the Maturity Date, the Issuing Bank shall issue, in connection with the GECC Operating Lease Financing, up to three (3) Letters of Credit, with final expiry dates not more than twelve (12) months beyond the Maturity Date, in an aggregate amount not greater than $2,000,000; provided, that, ten (10) days prior to the Maturity Date, the Borrowers shall Cash Collateralize such Letters of Credit in an amount not less than 105% of the Maximum Drawing Amount of such Letters of Credit plus any additional amounts owing under such Letters of Credit or provide to the Administrative Agent, on behalf of the Issuing Bank and the Lenders, a back-up letter of credit, on terms and from an issuer satisfactory to the Administrative Agent and the Issuing Bank, in an amount not less than 105% of the Maximum Drawing Amount of such Letters of. Credit Rims any additional amounts owing under such Letters of Credit. Each Letter of Credit shall be in such form as may be requested from time to time by the Borrower, Borrowers and agreed to by the L/C IssuerIssuing Bank; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit Twenty Million Dollars ($20,000,000) at any one time, (b) the sum of (i) the Maximum Drawing Amount, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of Swing Line all Loans Outstanding shall not exceed the lesser of (x) the Total Commitment at such time and (y) or, if less the Borrowing Base at such time. Each request by amount to which 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 Borrowers' secured Obligations are limited as set forth in the proviso to contained in Section 6 hereof and (c) the preceding sentence. Within Borrowers are in compliance with the foregoing limits, and subject to the terms and conditions covenant contained in Section 10.4 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 issued for the account of the Borrower or such Subsidiary that have expired or that have been drawn upon and reimbursed."

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower Company of a letter of credit application on the L/C Issuer’s Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Agent on behalf of the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 5.1.4 and upon the representations and warranties of the Borrower Company contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower 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 Borrower, Company and agreed to by the L/C IssuerAgent; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $15,000,000 at any time, one time (iior 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 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 Utilization shall not exceed the lesser of the (xi) the Total Commitment at such time and (yii) an amount equal to (A) the Borrowing Base Maximum Availability minus (B) the Utilization under and as defined in the Credit Line Agreement at such time. Each request by Notwithstanding the Borrower for foregoing, the issuance or amendment of a Agent shall have no obligation to issue any Letter of Credit shall be deemed to be support or secure any Indebtedness of the Company or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company demonstrates to the reasonable satisfaction of the Agent that (x) such prior incurred Indebtedness was then fully secured by a representation prior perfected and unavoidable security interest in collateral provided by the Borrower that the issuance Company or amendment so requested complies with the conditions set forth in the proviso such Subsidiary to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters proposed beneficiary of such Letter of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters or (y) such prior incurred Indebtedness was then secured or supported by a letter of Credit to replace Letters of Credit credit issued for the account of the Borrower Company or such Subsidiary that have expired or that have been drawn upon and reimbursedSubsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the ------------------------------------- terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Agent on behalf of the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 (S)5.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “"Letter of Credit”"), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerAgent; provided, however, that, after giving effect to -------- ------- such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $5,000,000 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of Swing Line all Revolving Credit Loans outstanding shall not exceed the lesser of (xA) the Total Commitment at and (B) the Borrowing Base. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrower or any of its Subsidiaries to the extent that such time Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrower demonstrates to the satisfaction of the Agent that (x) such prior incurred Indebtedness were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness were then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Borrower or such Subsidiary that have expired 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 Borrower or that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the ------------------------------------- terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Agent on behalf of the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 (S)5.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “"Letter of Credit”"), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerAgent; provided, however, -------- ------- that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $5,000,000 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of Swing Line all Revolving Credit Loans outstanding shall not exceed the lesser of (xA) the Total Commitment at and (B) the Borrowing Base. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrower or any of its Subsidiaries to the extent that such time Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrower demonstrates to the satisfaction of the Agent that (x) such prior incurred Indebtedness were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness were then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Borrower or such Subsidiary that have expired 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 Borrower or that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C IssuerAgent’s customary form (a “Letter of Credit Application”), the L/C Issuer Agent on behalf of the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 4.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerAgent; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum (A) all Drawing Amount Amounts on all Letters of Credit plus and all Unpaid Reimbursement Obligations Amounts shall not exceed the Letter Maximum Drawing Amount, and (B) (i) all Drawing Amounts on all Letters of Credit Sublimit at any timeCredit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of Swing Line all Revolving Credit Loans outstanding shall not exceed the lesser Total Revolving Credit Commitment. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrower demonstrates to the reasonable satisfaction of the Agent that (xA) the Total Commitment at such time prior incurred Indebtedness was then fully secured by a prior perfected and (y) the Borrowing Base at such time. Each request unavoidable security interest in collateral provided by the Borrower for or such Subsidiary to the issuance or amendment proposed beneficiary of a such Letter of Credit shall be deemed to be or (B) such prior incurred Indebtedness was then secured or supported by 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 letter of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit credit issued for the account of the Borrower or such Subsidiary that have expired 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 Borrower or that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower Borrowers of a letter of credit application on the L/C Issuer’s applicable Issuing Bank's customary form (a “"Letter of Credit Application”"), the L/C Issuer such Issuing Bank on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 Section 4.1.4 and upon the representations and warranties of the Borrower Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Co-Borrowers, any European Borrower or, as the case may be, the Australian Borrower one or more standby or documentary letters of credit (individually, a “"Letter of Credit”"), denominated in Dollars or in an Optional Currency in such form as may be requested from time to time by the Borrowerapplicable Borrower or, as the case may be, Borrowers and agreed to by the L/C Issuerapplicable Issuing Bank; provided, however, that, after giving effect to such request, (ia) the sum of the Dollar Equivalent of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $75,000,000 (the "Letter of Credit Sublimit Sublimit") at any one time, (b) the Dollar Equivalent of the Total Revolving Facility Usage shall not exceed the lesser of (i) the Total Commitment at such time or (ii) the Aggregate Borrowing Base as then in effect, (c) the sum of the outstanding principal amount 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 Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement ObligationsCo-Borrowers, plus (z) the outstanding amount of Swing Line Swingline Loans outstanding, shall not exceed the lesser of (x) the Total Commitment at such time and or (y) the Domestic 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 as then in the proviso to the preceding sentence. Within the foregoing limitseffect, and subject to (d) the terms and conditions hereof, sum of the Borrower’s ability to obtain Letters Dollar Equivalent of Credit shall be fully revolving, and accordingly (x) the Borrower may, during the foregoing period, obtain Letters LC Exposure in respect of Credit to replace Letters of Credit issued for the account of any European Borrower and/or the Borrower or such Subsidiary that have expired or that have been drawn upon Australian Borrower, plus (y) the outstanding UK Loans and reimbursed.Irish Loans, plus (z) the outstanding Australian Loans shall not exceed the Foreign Sublimit. Each Issuing Bank shall provide the Administrative Agent, on a monthly basis, a report on the Maximum Drawing Amount of outstanding Letters of Credit. The Administrative Agent shall provide the Lenders, on a quarterly basis, a report on the Maximum Drawing Amount of outstanding Letters of Credit. Notwithstanding anything to the contrary contained in this Section 4, no Issuing Bank shall be under any obligation to issue any Letter of Credit if:

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower Company of a letter of credit application on the L/C Issuer’s Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Agent on behalf of the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 5.1.4 and upon the representations and warranties of the Borrower Company contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower 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 Borrower, Company and agreed to by the L/C IssuerAgent; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $15,000,000 at any time, one time (iior 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 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 Utilization shall not exceed the lesser Total Commitment. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Company or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company demonstrates to the reasonable satisfaction of the Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Total Commitment at Company or such time and Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness was then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Borrower Company or such Subsidiary that have expired or that have been drawn upon and reimbursedSubsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereofrequirements set forth below, upon the execution and delivery by the Borrower may use a portion of a letter of credit application on the L/C Issuer’s customary form RC Commitment, which portion shall not exceed $10,000,000 (a the “Letter of Credit ApplicationSublimit”), for the L/C Issuer on behalf purpose of the Revolving causing an Issuing Bank to issue standby Letters of Credit Lenders and denominated in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew Dollars for the account of the Borrower one or more standby letters of credit and/or Subsidiary Guarantors; provided that (individually, a “Letter of Credit”), in such form as may be requested from time to time by a) the BorrowerBorrower executes and delivers, and agreed to by the L/C Issuer; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed if the Letter of Credit Sublimit at is for the account of a Subsidiary Guarantor, then such Subsidiary Guarantor also so executes and delivers as a co-applicant, a letter of credit application and reimbursement agreement in a form acceptable to such Issuing Bank and complies with any time, conditions to the issuance of such Letter of Credit (including the payment of any applicable fees) set forth therein; (b) such Issuing Bank approves the form of such Letter of Credit; (c) such Letter of Credit bears an expiration date not later than the earlier of (i) one year after the date of issuance and (ii) 30 days prior to the sum Maturity Date; provided that any Letter of Credit with a one-year tenor may provide for the outstanding principal amount 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 Revolving Credit Loans plus Agent by the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus the outstanding amount of Swing Line Loans shall not exceed the lesser of Borrower; (xe) the Total Commitment at purpose of 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 acceptable to be a representation by the Borrower that the issuance or amendment so requested complies with such Issuing Bank; (f) the conditions set forth in the proviso Section 4.2 (Requirements for Each Loan/Letter of Credit) are fulfilled to the preceding sentence. Within satisfaction of such Issuing Bank as of the foregoing limitsdate 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 subject a statement that all of the conditions hereunder have been complied with. Notwithstanding anything in this ARTICLE 3, each Issuing Bank shall be under no obligation to issue any Letter of Credit if there is a Defaulting Lender, unless such Issuing Bank has entered into arrangements satisfactory to such Issuing Bank and to the terms and conditions hereofAgent, 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 issued for the account of with the Borrower or such Subsidiary that have expired or that have been drawn upon and reimbursedDefaulting Lender to eliminate such Issuing Bank’s risk with respect to such Defaulting Lender.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Agent on behalf of the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 Section 5.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew Letters of Credit for the account of the Borrower one or more standby letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerAgent; provided, however, that, after giving effect to such request, at no time shall (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit Limit in effect at any such time, and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus (iii) the outstanding amount of all Swing Line Loans shall not outstanding, and (iv) the amount of all Revolving Credit Loans outstanding exceed the lesser Total Revolving Credit Commitment. The parties hereto hereby acknowledge and agree that the IRB Letter of (x) Credit shall on the Total Commitment at such time Closing Date be deemed to be, and (y) the Borrowing Base at such time. Each request by the Borrower for the issuance or amendment of shall become, 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 issued outstanding hereunder for the account of the Borrower, and shall be subject to all of the 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 its pro rata share of any portion of Letter of Credit Fees relating to periods after the Closing Date paid prior to the Closing Date by the Borrower or such Subsidiary that have expired or that have been drawn upon and reimbursedin respect of the IRB Letter of Credit.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s Administrative Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Administrative Agent on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 ss.6.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby letters of credit (individually, a “"Letter of Credit”"), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerAdministrative Agent; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $100,000,000 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of Swing Line all Revolving Credit Loans outstanding shall not exceed the lesser of (x) the Total Revolving Credit Commitment at such time and (y) the Borrowing Base at such time. Each request by Notwithstanding the Borrower for foregoing, the issuance or amendment of a Administrative Agent shall have no obligation to issue any Letter of Credit shall be deemed to be a representation by the Borrower that the issuance support 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 secure any Indebtedness of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit issued for the account an Excluded Subsidiary or any Indebtedness of the Borrower or any of its Subsidiaries to the extent that such Subsidiary that have expired or that have been drawn upon and reimbursedIndebtedness was incurred prior to the proposed issuance date of such Letter of Credit.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon the execution and delivery by the any Borrower of a letter of credit application on the L/C Issuer’s customary form (a “Letter of Credit Application”), the 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 §4 and upon the representations and warranties of the Borrower Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower 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 Borrowerapplicable Borrower (who, in the case of Letters of Credit to be issued for the account of a Subsidiary of CAI (other than CAL) shall be CAI), and agreed to by the L/C Issuer; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit at any time, (ii) 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 the any Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower 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, the any Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the any Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit issued for the account of the 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.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon set forth herein and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuerapplicable Fronting Bank’s customary form (a “Letter of Credit Application”), the L/C Issuer (i) each Fronting Bank on behalf of the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 3.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacitycapacity (x) from time to time on any Business Day during the period from the Closing Date until the Maturity Date, to issue, extend and renew for the account of the Borrower (or, so long as the Borrower remains fully liable on the applicable Letter of Credit Application, for the account of a Wholly-owned Subsidiary of the Borrower or a Partially-Owned Entity) one or more standby letters of credit denominated in Dollars or in one or more Alternative Currencies providing for the payment of cash (in Dollars or such Alternative Currency, as applicable) upon the honoring of a presentation thereunder (individually, a “Letter of Credit”), in such form as may be requested from time to time by the Borrower, Borrower and reasonably agreed to by the L/C Issuerapplicable Fronting Bank, and to amend Letters of Credit previously issued by it, in accordance with §3.1.2, and (y) to honor drawings under the Letters of Credit issued by it; provided, however, and (ii) the Revolving Credit Banks severally agree to participate in such Letters of Credit and any drawings thereunder; provided that, after giving effect to such requestLetter of Credit Application (and upon issuance, amendment, extension, reinstatement or renewal of such Letter of Credit the Borrower shall be deemed to represent and warrant that), (i1) the sum Outstanding Amount of the aggregate Maximum Drawing Amount all Revolving Credit Loans and all Unpaid Reimbursement Letter of Credit Obligations shall not at any time exceed the Total Revolving Credit Commitment, (2) the Revolving Credit Exposure of any Bank (exclusive of such Bank’s Bid Rate Loans) shall not at any time exceed such Bank’s Revolving Credit Commitment, and (3) the Outstanding Amount of all Letter of Credit Obligations shall not at any time exceed the Letter of Credit Sublimit at any timeSublimit. It is acknowledged that the Existing Letters of Credit are to be treated as Letters of Credit hereunder for all purposes, (ii) including, without limitation, with respect to the sum Reimbursement Obligations of the outstanding principal amount Borrower under §3.2 and the funding obligations of the Revolving Credit Loans plus Banks under §3.3. As this Agreement constitutes an entire amendment and restatement of the Maximum Drawing Amount Existing Credit Agreement, it is acknowledged and all Unpaid Reimbursement Obligationsagreed that no Fronting Bank shall, plus the outstanding amount of Swing Line Loans or shall not exceed the lesser of (x) the Total Commitment 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 limitshave any obligation to, and subject to the terms and conditions hereof, the Borrower’s ability to obtain issue any further Letters of Credit shall be fully revolving, and accordingly under the Borrower may, during the foregoing period, obtain Letters of Existing Credit to replace Letters of Credit issued for the account of the Borrower or such Subsidiary that have expired or that have been drawn upon and reimbursedAgreement.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Agent on behalf of the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 Section 4.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit denominated in Dollars (individually, a “"Letter of Credit”"), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerAgent; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $15,000,000 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding Dollar Equivalent of the amount of Swing Line all Revolving Credit Loans outstanding shall not exceed the lesser Total Commitment. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrower demonstrates to the satisfaction of the Agent that (x) such prior incurred Indebtedness were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Total Commitment at Borrower or such time and Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness were then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Borrower or such Subsidiary that have expired 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 Borrower or that have been drawn upon and reimbursedsuch 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. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower Borrowers of a letter of credit application on the L/C IssuerAdministrative Agent’s customary form (a “Letter of Credit Application”), the L/C Issuer Administrative Agent on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 5.4 and upon the representations and warranties of the Borrower Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower 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 Borrower, Borrowers and agreed to by the L/C IssuerAdministrative Agent; provided, however, that, at all times, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $15,000,000 at any one time, and (b) the sum of (i) all L/C Obligations, and (ii) the sum of the outstanding principal amount of the all Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus the Swingline Loans outstanding amount of Swing Line Loans shall not exceed the lesser 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 Total Commitment at Borrowers or such time and Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness was then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Borrower Borrowers or such Subsidiary that have expired 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 that have been drawn upon such Subsidiary. Each Existing Letter of Credit shall, from and reimbursedafter 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, upon the execution and delivery by the any Borrower of a letter of credit application on the L/C Issuer’s customary form (a “Letter of Credit Application”), the 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 §4 and upon the representations and warranties of the Borrower Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower 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 Borrowerapplicable Borrower (who, in the case of Letters of Credit to be issued for the account of a Subsidiary of CAI (other than CAL) shall be CAI), and agreed to by the L/C Issuer; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit at any time, and (ii) 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. Each request by the any Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower 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, the any Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the any Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit issued for the account of the 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.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Agent on behalf of the Revolving Credit Lenders and Banks, in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 5.1.4 hereof and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “"Letter of Credit”"), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerAgent; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter $1,000,000 at any one time for standby Letters of Credit Sublimit and $500,000 at any timeone time for documentary Letters of Credit and (b) the sum of (i) the Maximum Drawing Amount, (ii) the sum of Acceptance Face Amount, (iii) all Unpaid Reimbursement Obligations and (iv) the outstanding principal amount of the all 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 (A) the sum of the Banks' Commitments to make Revolving Credit Loans and (B) the Borrowing Base. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the 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 Borrower demonstrates to the satisfaction of the Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Total Commitment at Borrower to the proposed beneficiary of such time and Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness was then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Borrower or and the reimbursement obligation with respect to such Subsidiary that have expired or that have been drawn upon letter of credit was fully secured by a prior perfected and reimbursedunavoidable security interest in collateral provided to the issuer of such letter of credit by the Borrower.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower Borrowers of a letter of credit application on the L/C Issuer’s Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Agent on behalf of the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 Section 2B.1.4 and upon the representations and warranties of the Borrower Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower 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 Borrower, Borrowers and agreed to by the L/C IssuerAgent; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $7,500,000 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of Swing Line all Loans outstanding shall not exceed the lesser Total Commitment. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrowers demonstrate to the satisfaction of the Agent that (x) such prior incurred Indebtedness were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Total Commitment at Borrowers or such time and Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness were then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Borrower Borrowers or such Subsidiary that have expired 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 that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Agent on behalf of the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 sec.5.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “"Letter of Credit”"), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerAgent; providedPROVIDED, howeverHOWEVER, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $25,000,000 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Revolving Credit Loans outstanding shall not exceed the lesser of (A) the Total Commitment and (B) the Borrowing Base MINUS the outstanding Term Loan, PROVIDED FURTHER that in no event shall the sum of the outstanding principal amount of the Term Loan PLUS the outstanding amount of Revolving Credit Loans plus PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus the outstanding amount of Swing Line Loans shall not Obligations exceed the lesser of (x) the Total Commitment at such time and (y) the Borrowing Base at such timeBase. Each request by of the Borrower for "Letters of Credit" as defined in the issuance or amendment of a Letter of Existing Credit Agreement shall automatically 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 Letter of Credit issued under this Credit Agreement for the account of the Borrower or such Subsidiary that have expired or that have been drawn upon and reimbursedon the Closing Date.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereofset forth in this Agreement, at any time and from time to time from the 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 execution and delivery by the Borrower of a letter of credit application written request on the L/C IssuerFronting 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 L/C Issuer Fronting Bank on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 5.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerFronting Bank; provided, however, that, after giving effect to such requestCompleted Loan Request, (a) the Maximum Drawing Amount plus all 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 and (b) the sum of (i) the sum of the aggregate Maximum Drawing Amount and and, without double counting, all Unpaid Reimbursement Obligations shall (to the extent, if any, not exceed the Letter of yet deemed a Revolving Credit Sublimit at any time, Loan pursuant to §5.3) and (ii) the sum of the outstanding principal amount of the Revolving Credit all 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 in effect at such time and (y) the Borrowing Base Availability at such time. 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 duty to 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 shall not exceed a period of time commencing on the issuance of the Letter of Credit and ending on the date which is one year thereafter and shall not expire on a date later than sixty (60) days prior to the 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 for that the Borrower is and will be in compliance with all covenants under the Loan Documents after giving effect to the issuance of such Letter of Credit. The Borrower shall further deliver to the 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 content of the Letter of Credit request (which approval shall not be unreasonably withheld), and subject to the conditions set forth in this Agreement, issue the Letter of Credit on or amendment 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 to the Lenders and shall provide a copy of such Letter of Credit to any Lender that requests a copy. Upon the issuance of 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 amount of such Letter of Credit. No Lender’s obligation to participate in a Letter of Credit shall be deemed affected by any other Lender’s failure to be a representation by the Borrower that the perform as required herein with respect to such Letter of Credit or any other Letter of Credit. The issuance of any supplement, modification, amendment, renewal or amendment so requested complies with the conditions set forth in the proviso extension to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters or of any Letter of Credit shall be fully revolving, and accordingly treated in all respects the Borrower may, during same as the foregoing period, obtain Letters issuance of Credit to replace Letters a new Letter of Credit issued for the account of the Borrower or such Subsidiary that have expired or that have been drawn upon and reimbursedCredit.

Commitment to Issue Letters of Credit. (av) Subject to the terms and conditions hereof, upon the execution and delivery by the any Borrower of a letter of credit application on the L/C Issuer’s customary form (a “Letter of Credit Application”), the 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 §4 and upon the representations and warranties of the Borrower Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower 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 Borrowerapplicable Borrower (who, in the case of Letters of Credit to be issued for the account of a Subsidiary of CAI (other than CAI Barbados) shall be CAI), and agreed to by the L/C Issuer; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit at any time, (ii) 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 the any Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower 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, the any Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the any Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit issued for the account of the 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.

Commitment to Issue Letters of Credit. 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 (a30) Subject days prior to the terms and conditions hereofCommitment Termination Date, upon the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s customary form (a “Letter of Credit Application”), the 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 §4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby 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 Issuer, the Administrative Agent and the Borrower) before the proposed date of issuance thereof. Each Letter of Credit must be in form and substance satisfactory to the Issuer and shall have a fixed expiration date occurring not later than one (1) year after the date of the issuance thereof, and agreed provided that each Letter of Credit may contain provisions to by extend the L/C Issuerexpiry thereof automatically for one or more successive periods of not more than one year; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations that in no event shall not exceed the any Letter of Credit Sublimit at any time, provide for an expiry later than ten (ii10) days prior to 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 timeTermination Date. Each request It is understood by the Borrower parties hereto that for the issuance or amendment all purposes of this Agreement, each renewal, if applicable, of a Letter of Credit shall be deemed to be a representation by considered an issuance thereof and the Borrower that shall be required to comply with all the issuance or amendment so requested complies 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 the proviso Article V with respect to the preceding sentence. Within the foregoing limits, such Letter of Credit and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters Issuer shall issue such Letter of Credit promptly to the requested beneficiary and give to the Banks prompt written notice (in reasonable detail) of such issuance. Promptly after the issuance of or amendment to a Letter of Credit, the Issuer shall notify the Administrative Agent and the Borrower, in writing, of such issuance or amendment, and such notice shall be fully revolvingaccompanied by a copy of such issuance or amendment. Upon receipt of such notice, and accordingly the Borrower mayAdministrative Agent shall notify the Banks in writing of such issuance or amendment and, during the foregoing periodupon receipt of written request from a Bank, obtain Letters shall provide such Bank with copies of Credit to replace Letters of Credit issued for the account of the Borrower such issuance or such Subsidiary that have expired or that have been drawn upon and reimbursedamendment.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Agent on behalf of the Revolving Credit Lenders and Banks, in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “"Letter of Credit”"), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerAgent; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter $1,000,000 at any one time for standby Letters of Credit Sublimit and $500,000 at any timeone time for documentary Letters of Credit and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, and (ii) the sum of the outstanding principal amount of the all 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 (A) the sum of the Banks' Commitments to make Revolving Credit Loans and (B) the Borrowing Base. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the 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 Borrower demonstrates to the satisfaction of the Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Total Commitment at Borrower to the proposed beneficiary of such time and Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness was then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Borrower or and the reimbursement obligation with respect to such Subsidiary that have expired or that have been drawn upon letter of credit was fully secured by a prior perfected and reimbursedunavoidable security interest in collateral provided to the issuer of such letter of credit by the Borrower.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s Administrative Agent's customary form (a “Letter of Credit Application”"LETTER OF CREDIT APPLICATION"), the L/C Issuer Administrative Agent on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 ss.4.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “Letter of Credit”"LETTER OF CREDIT"), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerAdministrative Agent; providedPROVIDED, howeverHOWEVER, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $10,000,000 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of Swing Line all Revolving Credit Loans outstanding shall not exceed the lesser of (x) the Total Commitment at such time 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 Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrower demonstrates to the satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness were then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Borrower or such Subsidiary that have expired 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 Borrower or that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower Borrowers of a letter of credit application on the L/C IssuerIssuing Lender’s customary form (a “Letter of Credit Application”), the L/C Issuer Issuing Lender on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 3.1.4 and upon the representations and warranties of the Borrower Borrowers contained herein, agrees, in its individual capacity, to issue, issue and extend and renew for the account of the Borrower 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 Borrower, Borrowers and agreed to by the L/C IssuerIssuing Lender; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Total Revolving Credit Sublimit at any time, (ii) Commitment minus the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Line Loans plus and the Maximum Drawing Amount and all Unpaid Reimbursement Obligations. Notwithstanding any other provisions of this Credit Agreement, plus the outstanding amount of Swing Line Loans Issuing Lender shall not exceed the lesser of (x) the Total Commitment at such time and (y) the Borrowing Base at such time. Each request by the Borrower for the issuance issue or amendment of extend a Letter of Credit shall be deemed to be after it has received notice from any Lender or the Administrative Agent that a representation by the Borrower Default or Event of Default has occurred and stating 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 no Letters of Credit shall are to be fully revolving, and accordingly issued or extended until such Default or Event of Default has been cured or waived in accordance with the Borrower may, during the foregoing period, obtain Letters provisions of this Credit to replace Letters of Credit issued for the account of the Borrower or such Subsidiary that have expired or that have been drawn upon and reimbursedAgreement.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower GWI of a letter of credit application on the L/C IssuerIssuing Lender’s customary form (a “Letter of Credit Application”), the L/C Issuer Issuing Lender on behalf of the Revolving Credit Applicable Lenders and in reliance upon the agreement of the Revolving Credit Applicable Lenders set forth in this §4 5.1.4 and upon the representations and warranties of the Borrower GWI contained herein, agrees, in its individual capacity, to issue, issue and extend and renew for the account of the 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 Borrower, GWI and agreed to by the L/C IssuerIssuing Lender; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the outstanding Letter of Credit Sublimit at Obligations to support obligations of the Domestic Borrowers and Subsidiaries organized under the laws of any timepolitical subdivision of the United States do not exceed $30,000,000, (ii) the sum outstanding Letter of Credit Obligations to support obligations of the outstanding principal amount European Borrower and Subsidiaries organized or incorporated under the laws of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement ObligationsEuropean Union or any other country in Europe do not exceed $15,000,000, plus (iii) the outstanding amount Letter of Swing Line Loans 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 lesser Aggregate Domestic Revolving Loan Commitments. Notwithstanding any other provisions of (x) this Credit Agreement, the Total Commitment at such time and (y) the Borrowing Base at such time. Each request by the Borrower for the issuance Issuing Lender shall not issue or amendment of extend a Letter of Credit shall be deemed to be after it has received notice from any Lender or any Agent that a representation by the Borrower Default or Event of Default has occurred and stating 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 no Letters of Credit shall are to be fully revolving, and accordingly issued or extended until such Default or Event of Default has been cured or waived in accordance with the Borrower may, during the foregoing period, obtain Letters provisions of this Credit to replace Letters of Credit issued for the account of the Borrower or such Subsidiary that have expired or that have been drawn upon and reimbursedAgreement.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s Issuing Lender's customary form (a “"Letter of Credit Application”"), the L/C Issuer Issuing Lender on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 Section 4.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “"Letter of Credit”"), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerIssuing Lender; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $25,000,000 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of all Tranche A Loans and Swing Line Loans outstanding shall not exceed the lesser of (x) the Total Tranche A Commitment at such time and (y) the Borrowing Base at such time. Each request by Notwithstanding the Borrower for foregoing, the issuance or amendment of a Administrative Agent shall have no obligation to issue any Letter of Credit shall be deemed to be a representation by support or secure any Indebtedness of the Borrower that the issuance or amendment so requested complies with the conditions set forth in the proviso any of its Subsidiaries to the preceding sentence. Within the foregoing limits, and subject extent that such Indebtedness was incurred prior to the terms and conditions hereofproposed issuance date of such Letter of Credit, 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 other than to replace Letters existing letters of Credit credit issued for the account of the Borrower or such Subsidiary that have expired any of its Subsidiaries or that have been drawn upon and reimbursedto secure the reimbursement obligations of the Borrower or any of its Subsidiaries with respect to existing letters of credit.

Commitment to Issue Letters of Credit. (a) Subject to the terms and ------------------------------------- conditions hereof, upon hereof and the execution and delivery by the any Borrower of a letter of credit application on the L/C Issuer’s Issuing Bank's customary form (a “"Letter of Credit Application”"), the L/C Issuer Administrative Agent on behalf of the Revolving Credit ------ -- ------ ----------- Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 Section 4.1.4 and upon the representations and warranties of the Borrower 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 Borrower 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 Borrower, any ------ Borrower and agreed to by the L/C IssuerAdministrative Agent 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, after giving effect to such request, (ia) the sum -------- ------- of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $30,000,000 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of Swing Line all Revolving Credit Loans outstanding shall not exceed the lesser of (xA) the Total Commitment at such time and (yB) the Borrowing Base at such time. Each request Any amounts paid by the Borrower for the issuance or amendment of a Issuing Bank under any Letter of Credit and any amounts paid by the Administrative Agent under any Letter of Credit Guaranty shall be deemed to treated as Revolving Credit Loans, shall be a representation secured by all of the Borrower that Collateral and shall bear interest and be payable at the issuance or amendment so requested complies with the conditions set forth same rate and in the proviso to same manner as Revolving Credit Loans. Notwithstanding the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereofforegoing, the Borrower’s ability Administrative Agent shall have no obligation to obtain Letters of Credit shall be fully revolving, and accordingly cause the Borrower may, during the foregoing period, obtain Letters Issuing Bank to issue any Letter of Credit to replace Letters 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 were then fully secured by a prior perfected and unvoidable security interest in collateral provided by any Borrower or any Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness were then secured or supported by a letter of credit issued for the account of the any such Borrower or any such Subsidiary that have expired 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 any such Borrower or that have been drawn upon and reimbursedany such Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower GWI of a letter of credit application on the L/C IssuerIssuing Lender’s customary form (a “Letter of Credit Application”), the L/C Issuer Issuing Lender on behalf of the Revolving Credit Applicable Lenders and in reliance upon the agreement of the Revolving Credit Applicable Lenders set forth in this §4 5.1.4 and upon the representations and warranties of the Borrower GWI contained herein, agrees, in its individual capacity, to issue, issue and extend and renew for the account of the 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 Borrower, GWI and agreed to by the L/C IssuerIssuing Lender; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the outstanding Letter of Credit Sublimit at Obligations to support obligations of the Domestic Borrowers and Subsidiaries organized under the laws of any timepolitical subdivision of the United States do not exceed $30,000,000, (ii) the sum outstanding Letter of Credit Obligations to support obligations of the outstanding principal amount European Borrower and Subsidiaries organized or incorporated under the laws of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement ObligationsEuropean Union or any other country in Europe do not exceed $15,000,000, plus (iii) the outstanding amount Letter of Swing Line Loans 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 lesser Aggregate Domestic Revolving Loan Commitments. Notwithstanding any other provisions of (x) this Credit Agreement, the Total Commitment at such time and (y) the Borrowing Base at such time. Each request by the Borrower for the issuance Issuing Lender shall not issue or amendment of extend a Letter of Credit shall be deemed to be after it has received notice from any Lender or any Agent that a representation by the Borrower Default or Event of Default has occurred and stating 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 no Letters of Credit shall are to be fully revolving, and accordingly issued or extended until such Default or Event of Default has been cured or waived in accordance with the Borrower may, during the foregoing period, obtain Letters provisions of this Credit to replace Letters of Credit issued for the account of the Borrower or such Subsidiary that have expired or that have been drawn upon and reimbursedAgreement.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower Borrowers of a letter of credit application on the L/C Issuer’s Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Agent on behalf of the Banks that have a Revolving Credit Lenders Commitment and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 Section 5.1.4 and upon the representations and warranties of the Borrower Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower 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 Borrower, Borrowers and agreed to by the L/C IssuerAgent; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $1,000,000 at any time, one time and (iib) the sum of the outstanding principal amount of the Revolving Credit Loans plus the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations, Obligations plus the outstanding Outstanding amount of Swing Line the Revolving Credit Loans shall not not, at any time, exceed the lesser Total Revolving Credit Commitment. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of any of the Borrowers or 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 Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Total Commitment at Borrowers or such time and Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness were then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the such Borrower or such Subsidiary that have expired and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by such Borrower or that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Agent on behalf of the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 ss.4.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “"Letter of Credit”"), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerAgent; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit at any time, (iia) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and on all Letters of Credit, (b) all Unpaid Reimbursement Obligations, plus and (c) the outstanding Dollar Equivalent of the amount of Swing Line all Revolving Credit Loans outstanding shall not exceed the lesser Total Commitment. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrower demonstrates to the satisfaction of the Agent that (x) such prior incurred Indebtedness were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Total Commitment at Borrower or such time and Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness were then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Borrower or such Subsidiary that have expired 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 Borrower or that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject The Issuer agrees to issue under the terms several responsibilities of the Lenders in accordance with their respective Percentages, from time to time after the Effective Date and conditions hereof, upon until the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s customary form (a “Letter of Credit Application”)Commitment Termination Date, the 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 §4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby letters of credit (individually, herein collectively called the “Letters of Credit” and individually called a “Letter of Credit”) for the account of the Borrower or any other Obligor, in the name of the Borrower or any other Obligor. Each Letter of Credit shall be denominated in 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 Issuer, the Administrative Agent and the Borrower) before the proposed date of issuance thereof. Each Letter of Credit must be in form and substance satisfactory to the Issuer and shall have a fixed expiration date occurring not later than one (1) year after the date of the issuance thereof, and agreed provided that each Letter of Credit may contain provisions to by extend the L/C Issuerexpiry thereof automatically for one or more successive periods of not more than one year each; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations that in no event shall not exceed the any Letter of Credit Sublimit at provide for an expiry (including any time, evergreen provision) later than five (ii5) Business Days prior to 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 timeStated Maturity Date. Each request It is understood by the Borrower parties hereto that for the issuance or amendment all purposes of this Agreement, each renewal, if applicable, of a Letter of Credit shall be deemed to be a representation by considered an issuance thereof and the Borrower that shall be required to comply with all the issuance or amendment so requested complies 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 the proviso Article V with respect to the preceding sentence. Within the foregoing limits, such Letter of Credit and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters Issuer shall issue such Letter of Credit promptly to the requested beneficiary and give to the Lenders prompt written notice (in reasonable detail) of such issuance. Promptly after the issuance of, or amendment to, a Letter of Credit, the Issuer shall notify the Administrative Agent and the Borrower, in writing, of such issuance or amendment, and such notice shall be fully revolvingaccompanied by a copy of such issuance or amendment. Upon receipt of such notice, and accordingly the Borrower mayAdministrative Agent shall notify the Lenders in writing of such issuance or amendment and, during the foregoing periodupon receipt of written request from a Lender, obtain Letters shall provide such Lender with copies of Credit to replace Letters of Credit issued for the account of the Borrower such issuance or such Subsidiary that have expired or that have been drawn upon and reimbursedamendment.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower GWI of a letter of credit application on the L/C IssuerIssuing Lender’s customary form (a “Letter of Credit Application”), the L/C Issuer Issuing Lender on behalf of the Revolving Credit Applicable Lenders and in reliance upon the agreement of the Revolving Credit Applicable Lenders set forth in this §4 5.1.4 and upon the representations and warranties of the Borrower 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 Borrower 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 Borrower, GWI and agreed to by the L/C IssuerIssuing Lender; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the outstanding Letter of Credit Sublimit at Obligations to support obligations of the Domestic Borrowers and Subsidiaries organized under the laws of any timepolitical subdivision of the United States do not exceed $30,000,000, (ii) the sum outstanding Letter of Credit Obligations to support obligations of the outstanding principal amount European Borrowers and Subsidiaries organized or incorporated under the laws of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement ObligationsEuropean Union or any other country in Europe do not exceed $15,000,000, plus (iii) the outstanding amount Letter of Swing Line Loans 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 lesser Aggregate Domestic Revolving Loan Commitments. Notwithstanding any other provisions of (x) this Credit Agreement, the Total Commitment at such time and (y) the Borrowing Base at such time. Each request by the Borrower for the issuance Issuing Lender shall not issue or amendment of extend a Letter of Credit shall be deemed to be after it has received notice from any Lender or any Agent that a representation by the Borrower Default or Event of Default has occurred and stating 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 no Letters of Credit shall are to be fully revolving, and accordingly issued or extended until such Default or Event of Default has been cured or waived in accordance with the Borrower may, during the foregoing period, obtain Letters provisions of this Credit to replace Letters of Credit issued for the account of the Borrower or such Subsidiary that have expired or that have been drawn upon and reimbursedAgreement.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s customary form (a “Letter of Credit Application”)so long as no Stop Issuance Notice is in effect, the L/C Issuer on behalf of the Revolving Credit Lenders and each Issuing Lender in reliance upon the agreement agreements of the Revolving Credit other Lenders set forth in this §4 and upon the representations and warranties Section 2.15 agrees to issue Letters of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby letters of credit (individually, a “Letter of Credit”), in such form as may be requested Credit from time to time by the Borrower, and agreed to by the L/C Issuer; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed before the Letter of Credit Sublimit at any time, (ii) Termination Date upon the sum request of the outstanding principal amount Company; provided that (i) immediately after each Letter 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 is issued (x) the Total Commitment at such time Usage of all Lenders shall not exceed the aggregate amount of the Commitments and (y) the Borrowing Base at aggregate amount of the Letter of Credit Liabilities of all Lenders shall not exceed $300,000,000 and (ii) each such Letter of Credit shall only back performance of non-financial or commercial contracts or undertakings of the Company and its Subsidiaries of the type which qualify for a 50% conversion factor for purposes of risk-based capital adequacy regulations applicable to the Lenders from time to time. Each request Upon the date of issuance by the Borrower for the issuance or amendment an Issuing Lender of a Letter of Credit Credit, the Issuing Lender shall be deemed 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 representation by participation in such Letter of Credit and the Borrower that the issuance or amendment so requested complies with the conditions set forth related Letter of Credit Liabilities in the proviso proportion its respective Commitment bears to the preceding sentenceaggregate Commitments. Within the foregoing limits, Each Lender acknowledges and subject agrees that its obligation to the terms and conditions hereof, the Borrower’s ability acquire participations pursuant to obtain this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be fully revolvingmade without any offset, and accordingly the Borrower mayabatement, during the foregoing period, obtain Letters of Credit to replace Letters of Credit issued for the account of the Borrower withholding or such Subsidiary that have expired or that have been drawn upon and reimbursedreduction whatsoever.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower Domestic Borrowers of a letter of credit application on the L/C Issuer’s Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Agent on behalf of the Domestic Lenders that have a Domestic Revolving Credit Lenders Commitment and in reliance upon the agreement of the Revolving Credit Domestic Lenders set forth in this §4 Section 5.1.4 and upon the representations and warranties of the Borrower Domestic Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower 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 Borrower, Domestic Borrowers and agreed to by the L/C IssuerAgent; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount of all Letters of Credit and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $10,000,000 at any time, one time and (iib) the sum of the outstanding principal amount of the Revolving Credit Loans plus the aggregate Maximum Drawing Amount of all Letters of Credit and all Unpaid Reimbursement Obligations, Obligations plus the outstanding Outstanding amount of Swing Line the Domestic Revolving Credit Loans shall not not, at any time, exceed the lesser Total Domestic Revolving Credit Commitment. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of any of the Domestic Borrowers or 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 Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Total Commitment at Domestic Borrowers or such time and Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness were then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the such Domestic Borrower or such Subsidiary that have expired and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by such Domestic Borrower or that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. (a6) Subject to the terms and conditions hereof, upon the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s customary form (a “Letter of Credit Application”), the 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 §4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time by the Borrower, and agreed to by the L/C Issuer; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit at any time, (ii) 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. 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 issued for the account of the Borrower or such Subsidiary that have expired or that have been drawn upon and reimbursed.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s customary form (a “Letter of Credit Application”)Request, the L/C Issuer each Issuing Bank, on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 4.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C Issuerrespective Issuing Bank; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $10,000,000 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of Swing Line all Revolving Credit Loans outstanding shall not exceed the lesser of (xA) the Total Commitment at such time and (yB) the Borrowing Base at such time. Each request Notwithstanding the foregoing, no Issuing Bank shall have 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 Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrower demonstrates to the satisfaction of the 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 Borrower for or such Subsidiary to the issuance or amendment proposed beneficiary of a such Letter of Credit shall be deemed to be or (y) such prior incurred Indebtedness was then secured or supported by 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 letter of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit credit issued for the account of the Borrower or such Subsidiary that have expired 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 Borrower or that have been drawn upon and reimbursed.such Subsidiary. In addition, the Issuing Bank shall not be under any obligation to issue any Letter of Credit if:

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s Dollar Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Dollar Agent on behalf of the Revolving Credit Lenders Dollar Banks and in reliance upon the agreement of the Revolving Credit Lenders Dollar Banks set forth in this §4 ss.4.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “"Letter of Credit”"), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerDollar Agent; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $5,000,000.00 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of Swing Line all Revolving Credit Loans outstanding shall not exceed the lesser Total Revolver Commitment. Notwithstanding the foregoing, the Dollar Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrower demonstrates to the satisfaction of the Dollar Agent that (x) such prior incurred Indebtedness were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Total Commitment at Borrower or such time and Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness were then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Borrower or such Subsidiary that have expired 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 Borrower or that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower Borrowers of a letter of credit application on the L/C Issuer’s Administrative Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Administrative Agent on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 5.1(d) and upon the representations and warranties of the Borrower Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower 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 Borrower, Borrowers and agreed to by the L/C IssuerAdministrative Agent; provided, however, that, at all times, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $15,000,000 at any one time, and (b) the sum of (i) all L/C Obligations, and (ii) the sum of the outstanding principal amount of the all 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 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 Total Commitment at Borrowers or such time and Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness was then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Borrower Borrowers or such Subsidiary that have expired 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 that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereofset forth in this Agreement, at any time and from time to time from the 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 execution and delivery by the Borrower of a letter of credit application written request on the L/C IssuerFronting Bank’s customary form as part of a Completed Loan Request and Availability Certificate (a “Letter of Credit Application”). Subject to the terms and conditions set forth in this Agreement, the L/C Issuer Fronting Bank on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 5.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby letters of credit (individually, a “Letter Letters of Credit”), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerFronting Bank; provided, however, that, after giving effect to such requestCompleted Loan Request, (a) the Maximum Drawing Amount plus all 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 and (b) the sum of (i) the sum of the aggregate Maximum Drawing Amount and and, without double counting, all Unpaid Reimbursement Obligations shall (to the extent, if any, not exceed the Letter of yet deemed a Revolving Credit Sublimit at any time, Loan pursuant to §5.3) and (ii) the sum of the outstanding principal amount of the Revolving Credit all 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 in effect at such time and (y) the Borrowing Base Availability at such time. 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 duty to 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 shall not exceed a period of time commencing on the issuance of the Letter of Credit and ending on the date which is one year thereafter and shall not expire on a date later than sixty (60) days prior to the 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 for that the Borrower is and will be in compliance with all covenants under the Loan Documents after giving effect to the issuance of such Letter of Credit. The Borrower shall further deliver to the 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 content of the Letter of Credit request (which approval shall not be unreasonably withheld), and subject to the conditions set forth in this Agreement, issue the Letter of Credit on or amendment before ten (10) Business Days following receipt of the Letter of Credit Application (including the Completed Loan Request and the Availability Certificate). 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 to the Lenders and shall provide a copy of such Letter of Credit to any Lender that requests a copy. Upon the issuance of 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 amount of such Letter of Credit. No Lender’s obligation to participate in a Letter of Credit shall be deemed affected by any other Lender’s failure to be a representation by the Borrower that the perform as required herein with respect to such Letter of Credit or any other Letter of Credit. The issuance of any supplement, modification, amendment, renewal or amendment so requested complies with the conditions set forth in the proviso extension to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters or of any Letter of Credit shall be fully revolving, and accordingly treated in all respects the Borrower may, during same as the foregoing period, obtain Letters issuance of Credit to replace Letters a new Letter of Credit issued for the account of the Borrower or such Subsidiary that have expired or that have been drawn upon and reimbursedCredit.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s 's customary form (a “"Letter of Credit Application”"), the 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 §4 4.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “"Letter of Credit”"), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C Issuer; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $25,000,000 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of Swing Line all Revolving Credit Loans outstanding shall not exceed the lesser of (xA) the Total Commitment at such time and (yB) the Borrowing Base at such timeBase. Each request by of the Borrower for "Letters of Credit" as defined in the issuance or amendment of a Letter of Prior Credit Agreement shall automatically be deemed to be a representation by Letter of Credit issued under this Credit Agreement for the account of the Borrower that on the issuance or amendment so requested complies with Closing Date. Notwithstanding the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereofforegoing, the Borrower’s ability L/C Issuer shall have no obligation to obtain Letters issue more than $5,000,000 in aggregate face amount outstanding of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters support or secure any Indebtedness of the Borrower or any of 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 Borrower demonstrates to the reasonable satisfaction of the 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 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 Borrower or such Subsidiary that have expired 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 Borrower or that have been drawn upon such Subsidiary or (z) the original agreement under which such Indebtedness was incurred required the delivery of such letter of credit and reimbursedsuch requirement was not conditioned on a change in the Borrower's financial condition after the date of the original agreement. 4.1.2.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a fully-completed and executed letter of credit application on the L/C Issuer’s Issuing Bank's customary form (a “"Letter of Credit Application”"), the L/C Issuer Issuing Bank on behalf of the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 4.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “"Letter of Credit”"), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerIssuing Bank; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $10,000,000 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of Swing Line all Revolving Credit Loans outstanding shall not exceed the lesser of (x) the Total Commitment at such time and (y) the Borrowing Base at such timeCommitment. Each request by the Borrower for the issuance or amendment Upon receipt of a Letter of Credit Application, the Issuing Bank shall be deemed notify the Agents of such request for the issuance, extension or renewal of a Letter of Credit, and the Agents shall confirm to be the Issuing Bank that after giving effect to such request, the sum of the Maximum Drawing Amount of all Unpaid Reimbursement Obligations plus all outstanding Revolving Credit Loans does not exceed the Total Commitment. Notwithstanding the foregoing, the Issuing Bank shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrower demonstrates to the satisfaction of the Issuing Bank that (x) such prior incurred Indebtedness was then fully- secured by a representation perfected and unavoidable security interest in collateral provided by the Borrower that the issuance or amendment so requested complies with the conditions set forth in the proviso such Subsidiary to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters proposed beneficiary of such Letter of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters or (y) such prior incurred Indebtedness was then secured or supported by a letter of Credit to replace Letters of Credit credit issued for the account of the Borrower or such Subsidiary and the reimbursement obligation with respect to such letter of credit was fully-secured by a perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by the Borrower or such Subsidiary. The Issuing Bank shall not issue any Letter of Credit if it is aware that have expired 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 have been drawn upon one or more of the applicable conditions precedent set forth in Section 11 are not then satisfied (provided that the delivery and reimbursedreceipt 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). 4.1.2.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereofof this Agreement, upon the execution and delivery including, without limitation, Section 3.2, Lenders (acting through any Lender or Lenders designated by the Borrower of a letter of credit application on the L/C Issuer’s customary form (a “Letter of Credit Application”)from time to time, the 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 §4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, as issuer) agree to issue, extend at such times as Borrower may request from the Closing Date to the Loan Maturity Date, commercial and renew standby letters of credit for the account of the Borrower one or more standby letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time by the Borrower, and agreed to by the L/C Issuerany Daisytek Corporation; provided, however, that, after giving effect to such request, that (ia) the sum aggregate amount of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations Letters of Credit issued by Lenders at any one time outstanding shall not exceed the Letter of Credit Sublimit at any time$2,000,000, and (iib) the sum aggregate amount of the outstanding Letters of Credit, plus the principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement ObligationsLoan, plus the outstanding amount of Swing Line Loans at any one time outstanding, shall not exceed the lesser of (x) the Total Commitment at such time Borrowing Base and (y) the Borrowing Base at such timeLoan Commitment. Each request by the Borrower for the issuance or amendment of If a Letter of Credit hereunder is issued other than by TCB, then the issuing Lender shall be deemed promptly (and in any event within one Business Day) notify Agent thereof and include with such notice Borrower's application for such Letter of Credit, a photocopy of the issued Letter of Credit and a statement signed by such issuing Lender acknowledging that such Letter of Credit was issued hereunder. The obligation of Lenders (acting through any Lender or Lenders designated by Borrower from time to be a representation by the Borrower that the issuance or amendment so requested complies with the conditions set forth in the proviso time, as issuer) to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain issue Letters of Credit hereunder shall expire at Agent's close of business in Dallas, Texas on the Loan Maturity Date. Each Letter of Credit, as the same may be fully revolvingamended or extended from time to time, and accordingly shall expire no later than the Borrower may, during the foregoing period, obtain Letters of Credit to replace Loan Maturity Date. All Letters of Credit issued for hereunder shall be in the account of the issuing Lender's standard form or in such other form as is mutually agreed upon by Borrower or such Subsidiary that have expired or that have been drawn upon and reimbursedLenders.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower Borrowers of a letter of credit application on the L/C IssuerAdministrative Agent’s customary form (a “Letter of Credit Application”), the L/C Issuer Administrative Agent on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 5.1(d) and upon the representations and warranties of the Borrower Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower 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 Borrower, Borrowers and agreed to by the L/C IssuerAdministrative Agent; provided, however, that, at all times, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $15,000,000 at any one time, and (b) the sum of (i) all L/C Obligations, and (ii) the sum of the outstanding principal amount of the all Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus the Swingline Loans outstanding amount of Swing Line Loans shall not exceed the lesser 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 Total Commitment at Borrowers or such time and Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness was then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Borrower Borrowers or such Subsidiary that have expired 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 that have been drawn upon such Subsidiary. Each Existing Letter of Credit shall, from and reimbursedafter 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, upon hereof and the execution and delivery by the Borrower GWI of a letter of credit application on the L/C IssuerIssuing Lender’s customary form (a “Letter of Credit Application”), the L/C Issuer Issuing Lender on behalf of the Revolving Credit Applicable Lenders and in reliance upon the agreement of the Revolving Credit Applicable Lenders set forth in this §4 5.1.4 and upon the representations and warranties of the Borrower 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 Borrower 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 Borrower, GWI and agreed to by the L/C IssuerIssuing Lender; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the outstanding Letter of Credit Sublimit at Obligations to support obligations of the Domestic Borrowers and Subsidiaries organized under the laws of any timepolitical subdivision of the United States do not exceed $30,000,000, (ii) the sum outstanding Letter of Credit Obligations to support obligations of the outstanding principal amount European Borrowers and Subsidiaries organized or incorporated under the laws of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement ObligationsEuropean Union or any other country in Europe do not exceed $15,000,000, plus (iii) the outstanding amount Letter of Swing Line Loans 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 lesser Aggregate Domestic Revolving Loan Commitments. Notwithstanding any other provisions of (x) this Credit Agreement, the Total Commitment at such time and (y) the Borrowing Base at such time. Each request by the Borrower for the issuance Issuing Lender shall not issue or amendment of extend a Letter of Credit shall be deemed to be after it has received notice from any Lender or any Agent that a representation by the Borrower Default or Event of Default has occurred and stating 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 no Letters of Credit shall are to be fully revolving, and accordingly issued or extended until such Default or Event of Default has been cured or waived in accordance with the Borrower may, during the foregoing period, obtain Letters provisions of this Credit to replace Letters of Credit issued for the account of the Borrower or such Subsidiary that have expired or that have been drawn upon and reimbursedAgreement.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C IssuerIssuing Lender’s customary form (a “Letter of Credit Application”), the L/C Issuer Issuing Lender on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 4.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerIssuing Lender; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $0 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of all Tranche A Loans and Swing Line Loans outstanding shall not exceed the lesser of (x) the Total Tranche A Commitment at such time and (y) the Borrowing Base at such time. Each request by Notwithstanding the Borrower for foregoing, the issuance or amendment of a Administrative Agent shall have no obligation to issue any Letter of Credit shall be deemed to be a representation by support or secure any Indebtedness of the Borrower that the issuance or amendment so requested complies with the conditions set forth in the proviso any of its Subsidiaries to the preceding sentence. Within the foregoing limits, and subject extent that such Indebtedness was incurred prior to the terms and conditions hereofproposed issuance date of such Letter of Credit, 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 other than to replace Letters existing letters of Credit credit issued for the account of the Borrower or such Subsidiary that have expired any of its Subsidiaries or that have been drawn upon and reimbursedto secure the reimbursement obligations of the Borrower or any of its Subsidiaries with respect to existing letters of credit.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower Borrowers of a letter of credit application on the L/C Issuer’s Issuing Lender's customary form (a “"Letter of Credit Application”"), the L/C Issuer Issuing Lender on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 3.1.4 and upon the representations and warranties of the Borrower Borrowers contained herein, agrees, in its individual capacity, to issue, issue and extend and renew for the account of the Borrower 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 Borrower, Borrowers and agreed to by the L/C IssuerIssuing Lender; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Total Revolving Credit Sublimit at any time, (ii) Commitment minus the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Line Loans plus and the Maximum Drawing Amount and all Unpaid Reimbursement Obligations. Notwithstanding any other provisions of this Credit Agreement, plus the outstanding amount of Swing Line Loans Issuing Lender shall not exceed the lesser of (x) the Total Commitment at such time and (y) the Borrowing Base at such time. Each request by the Borrower for the issuance issue or amendment of extend a Letter of Credit shall be deemed to be after it has received notice from any Lender or the Administrative Agent that a representation by the Borrower Default or Event of Default has occurred and stating 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 no Letters of Credit are to be issued or extended until such Default or Event of Default has been cured or waived in accordance with the provisions of this Credit Agreement. The Issuing Lender shall not be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters 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 replace Letters enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any 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 issued 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 account 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 xxxxx xxxxx material to it; the issuance of such Letter of Credit would violate one or more policies of the Borrower Issuing Lender; 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; 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 a default of 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 Issuing Lender has entered into satisfactory arrangements with the Borrowers or such Subsidiary that have expired or that have been drawn upon and reimbursedRevolving Credit Lender to eliminate the Issuing Lender's risk with respect to such Revolving Credit Lender.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s Issuing Lender's customary form (a “Letter of Credit Application”"LETTER OF CREDIT APPLICATION"), the L/C Issuer Issuing Lender on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 Section 4.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend extend, amend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “Letter of Credit”"LETTER OF CREDIT"), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerIssuing Lender; providedPROVIDED, howeverHOWEVER, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $125,000,000 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Loans outstanding shall not exceed the Total Commitment at such time; and PROVIDED, FURTHER, that the sum of the outstanding principal amount of the Revolving Credit Loans plus the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus the outstanding amount Obligations with respect to standby Letters of Swing Line Loans Credit shall not exceed the lesser of (x) the Total Commitment $10,000,000 at such time and (y) the Borrowing Base at such any one time. Each request by As of the Borrower for Closing Date, the issuance or amendment of a Letter Fleet Letters 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, Letters of Credit issued pursuant and subject to the terms conditions of this Section 4 and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during hereby affirms its obligations thereunder. For purposes of determining the foregoing period, obtain Letters Maximum Drawing Amount of Credit to replace Letters any Letter of Credit issued for by the account Issuing Lender in a currency other than Dollars at any time, such Maximum Drawing Amount shall be equal to the Dollar equivalent of the Borrower or face amount at such Subsidiary that have expired or that have been drawn upon time and reimbursedshall be determined at the time of issuance and at the end of each calendar quarter.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Applicable Borrower of a letter of credit application on the L/C IssuerIssuing Lender’s customary form (a “Letter of Credit Application”), the L/C Issuer Issuing Lender on behalf of the Revolving Credit Applicable Lenders and in reliance upon the agreement of the Revolving Credit Applicable Lenders set forth in this §4 5.1.4 and upon the representations and warranties of the Applicable Borrower contained herein, agrees, in its individual capacity, to issue, issue and extend and renew for the account of the Applicable Borrower (to support obligations of the Applicable Borrower or its Subsidiaries) one or more standby or documentary letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time by the Borrower, Applicable Borrower and agreed to by the L/C IssuerIssuing Lender; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the outstanding Letter of Credit Sublimit at any timeObligations in respect of the U.S. Borrower do not exceed $30,000,000, (ii) the sum outstanding Letter of Credit Obligations in respect of the European Borrower do not exceed $15,000,000, (iii) the outstanding principal amount Letter of Credit Obligations in respect of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement ObligationsCanadian Borrower do not exceed $15,000,000, plus (iv) the outstanding amount Letter of Swing Line Loans 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 lesser of Aggregate Domestic Revolving Loan Commitments, (xvii) the Total Commitment at such time European Exposure shall not exceed the Aggregate European Commitments, (viii) the Total Canadian Revolver Exposure shall not exceed the Aggregate Canadian Revolving Loan Commitments and (yix) the Borrowing Base at such timeTotal Australian Exposure shall not exceed the Aggregate Australian Commitments. Each request by Notwithstanding any other provisions of this Credit Agreement, the Borrower for the issuance Issuing Lender shall not issue or amendment of extend a Letter of Credit shall be deemed to be after it has received notice from any Lender or any Agent that a representation by the Borrower Default or Event of Default has occurred and stating 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 no Letters of Credit shall are to be fully revolving, and accordingly issued or extended until such Default or Event of Default has been cured or waived in accordance with the Borrower may, during the foregoing period, obtain Letters provisions of this Credit to replace Letters of Credit issued for the account of the Borrower or such Subsidiary that have expired or that have been drawn upon and reimbursedAgreement.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s Dollar Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Dollar Agent on behalf of the Revolving Credit Lenders Dollar Banks and in reliance upon the agreement of the Revolving Credit Lenders Dollar Banks set forth in this §4 Section 4.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “"Letter of Credit”"), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerDollar Agent; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $5,000,000.00 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of Swing Line all Revolving Credit Loans outstanding shall not exceed the lesser Total Revolver Commitment. Notwithstanding the foregoing, the Dollar Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrower demonstrates to the satisfaction of the Dollar Agent that (x) such prior incurred Indebtedness were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Total Commitment at Borrower or such time and Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness were then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Borrower or such Subsidiary that have expired 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 Borrower or that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the ------------------------------------- terms and conditions hereof, upon hereof and the execution and delivery by the US Borrower of a letter of credit application on the L/C Issuer’s Issuing Bank's customary form (a “"Letter of Credit Application”"), the L/C Issuer Issuing Bank on ---------------------------- behalf of the US Revolving Credit Lenders Banks and in reliance upon the agreement of the US Revolving Credit Lenders Banks set forth in this §4 (S)5.1.4 and upon the representations and warranties of the US Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the US Borrower one or more standby or documentary letters of credit (individually, a “"Letter of Credit”"), in such form as ---------------- may be requested from time to time by the Borrower, US Borrower and agreed to by the L/C IssuerIssuing Bank; provided, however, that, after giving effect to such -------- ------- request, (a) the outstanding Letter of Credit Obligations does not exceed $10,000,000, (b) the sum of (i) the sum outstanding Letter of Credit Obligations and (ii) the aggregate Maximum Drawing Amount and amount of all Unpaid Reimbursement Obligations US Revolving Credit Loans outstanding shall not exceed the Total US Commitment; and (c) the sum of (i) the Dollar Equivalent of the outstanding Letter of Credit Sublimit at any time, Obligations and (ii) the sum of the outstanding principal amount of the all 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 Total Commitment. Notwithstanding the foregoing, the Issuing Bank shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the US Borrower or any of its US Restricted Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the US Borrower demonstrates to the satisfaction of the 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 Total Commitment at US Borrower or such time and Restricted Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness was then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the US Borrower or such Restricted Subsidiary that have expired 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 US Borrower or that have been drawn upon and reimbursedsuch Restricted Subsidiary. On the Closing Date the Existing Letters of Credit shall converted into Letters of Credit under this Credit Agreement.

Commitment to Issue Letters of Credit. (a) Subject to the terms and ------------------------------------- conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Agent on behalf of the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 (S)5.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “"Letter of Credit”"), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerAgent; provided, however, -------- ------- that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $5,000,000 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of Swing Line all Revolving Credit Loans outstanding shall not exceed the lesser of (xA) the Total Commitment at and (B) the Borrowing Base. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrower or any of its Subsidiaries to the extent that such time Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrower demonstrates to the satisfaction of the Agent that (x) such prior incurred Indebtedness were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness were then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Borrower or such Subsidiary that have expired 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 Borrower or that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s BKB's customary form (a “"Letter of Credit Application”"), the 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 §4 and BKB upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby letters of credit (individually, a “"Letter of Credit”"), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerBKB; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $5,000,000 at any one time. Notwithstanding the foregoing, BKB shall have no obligation to issue any Letter of Credit Sublimit at to support or secure any time, (ii) the sum Indebtedness of the outstanding principal amount Borrower or any of its Subsidiaries to the Revolving Credit Loans plus extent that such Indebtedness was incurred prior to the Maximum Drawing Amount and all Unpaid Reimbursement Obligationsproposed issuance date of such Letter of Credit, plus unless in any such case the outstanding amount Borrower demonstrates to the satisfaction of Swing Line Loans shall not exceed the lesser of BKB that (x) such prior incurred Indebtedness were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Total Commitment at Borrower or such time and Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness were then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Borrower or such Subsidiary that have expired 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 Borrower or that have been drawn upon such Subsidiary. The letters of credit issued by BKB under the Amended and reimbursedRestated 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, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Agent on behalf of the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 ss.4.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “"Letter of Credit”"), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerAgent; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $500,000 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of Swing Line all Revolving Credit Loans outstanding shall not exceed either the lesser Total Commitment or the Guaranteed Credit Agreement Outstandings. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrower demonstrates to the satisfaction of the Agent that (x) such prior incurred Indebtedness were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Total Commitment at Borrower or such time and Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness were then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Borrower or such Subsidiary that have expired 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 Borrower or that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the any Borrower of a letter of credit application on the L/C Issuer’s Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Agent on behalf of the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 ss.4.1.4 and upon the representations and warranties of the such Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the such Borrower one or more standby or documentary letters of credit (individually, a “"Letter of Credit”"), denominated in Dollars or any Optional Currency in such form as may be requested from time to time by the Borrower, such Borrower and agreed to by the L/C IssuerAgent; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $20,000,000 (or the Letter of Credit Sublimit Dollar Equivalent) at any timeone time and (b) the sum of (i) the Dollar Equivalent of the Maximum Drawing Amount on all Letters of Credit, (ii) the sum Dollar Equivalent of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding Dollar Equivalent of the amount of Swing Line all Revolving Credit Loans outstanding shall not exceed the lesser Total Commitment. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Company or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company demonstrates to the satisfaction of the Agent that (x) such prior incurred Indebtedness were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Total Commitment at Company or such time and Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness were then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Borrower Company or such Subsidiary that have expired 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 Company or that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower Borrowers of a letter of credit application on the L/C Issuerapplicable Issuing Bank’s customary form (a “Letter of Credit Application”), the L/C Issuer such Issuing Bank on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 4.1.4 and upon the representations and warranties of the Borrower Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower Borrowers one or more standby or documentary letters of credit, including without limitation, any bankers’ acceptance issued on account of any such standby or documentary letter of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time by the Borrowerapplicable Borrower or, as the case may be, Borrowers and agreed to by the L/C Issuerapplicable Issuing Bank; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $75,000,000 (the “Letter of Credit Sublimit Sublimit”) at any one time, and (iib) 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 Total Facility Usage shall not exceed the lesser of (xi) the Total Commitment at such time and or (yii) the Aggregate Borrowing Base at such timeas then in effect. Each request by the any Borrower for the issuance or amendment of a Letter of an LC Credit Extension shall be deemed to be a representation by the such Borrower that the issuance or amendment LC Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit issued for the account of the Borrower or such Subsidiary that have expired or that have been drawn upon and reimbursed. Each Issuing Bank shall provide the Administrative Agent, on a monthly basis, a report on the Maximum Drawing Amount of outstanding Letters of Credit. The Administrative Agent shall provide the Lenders, on a quarterly basis, a report on the Maximum Drawing Amount of outstanding Letters of Credit.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the a Borrower of a letter of credit application on the L/C Issuer’s Administrative Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Administrative Agent on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 Section 6.1.4 and upon the representations and warranties of the Borrower Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower 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 Borrower, either Borrower and agreed to by the L/C IssuerAdministrative Agent; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Total Revolving Credit Sublimit Commitment at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of Swing Line all Revolving Credit Loans outstanding shall not exceed the lesser of (x) the Total Revolving Credit Commitment at such time and (y) the Borrowing Base at such time. Each request The parties hereto hereby acknowledge and agree that the letters of credit issued by Xxxxxxx Bank, National Association and identified on Schedule 6.1.1 hereto with a maximum aggregate drawing amount of $1,202,144.00 (collectively, the Borrower for "Existing Letters of Credit") shall, on the issuance or amendment of a Letter Closing Date, become Letters of Credit hereunder and 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 conditions hereunder and conditions hereof, any reference in this Article 6 to the Borrower’s ability to obtain Administrative Agent in its capacity as an issuer of Letters of Credit shall be fully revolvingautomatically include Xxxxxxx Bank, and accordingly National Association with respect to the Borrower mayExisting Letters of Credit, during as applicable, provided that the foregoing period, obtain parties hereto hereby agree that such Existing Letters of Credit to replace Letters of Credit issued for shall not be amended, or renewed or continued by Xxxxxxx Bank, National Association on the account expiration date thereof, without the prior written consent of the Borrower or such Subsidiary that have expired or that have been drawn upon Borrowers and reimbursedthe Administrative Agent.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower Borrowers of a letter of credit application on the L/C Issuer’s applicable Issuing Bank's customary form (a “"Letter of Credit Application”"), the L/C Issuer such Issuing Bank on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 Section 4.1.4 and upon the representations and warranties of the Borrower Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Co-Borrowers, the UK Borrower or, as the case may be, the Australian Borrower one or more standby or documentary letters of credit (individually, a “"Letter of Credit”"), denominated in Dollars or in an Optional Currency in such form as may be requested from time to time by the Borrowerapplicable Borrower or, as the case may be, Borrowers and agreed to by the L/C Issuerapplicable Issuing Bank; provided, however, that, after giving effect to such request, (ia) the sum of the Dollar Equivalent of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $75,000,000 (the "Letter of Credit Sublimit Sublimit") at any one time, (b) the Dollar Equivalent of the Total Facility Usage shall not exceed the lesser of (i) the Total Commitment at such time or (ii) the Aggregate Borrowing Base as then in effect, (c) the sum of the outstanding principal amount 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 Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement ObligationsCo-Borrowers, plus (z) the outstanding amount of Swing Line Swingline Loans outstanding, shall not exceed the lesser of (x) the Total Commitment at such time and or (y) the Domestic 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 as then in the proviso to the preceding sentence. Within the foregoing limitseffect, and subject to (d) the terms and conditions hereof, sum of the Borrower’s ability to obtain Letters Dollar Equivalent of Credit shall be fully revolving, and accordingly (x) the Borrower may, during the foregoing period, obtain Letters LC Exposure in respect of Credit to replace Letters of Credit issued for the account of the UK Borrower or such Subsidiary that have expired or that have been drawn upon and reimbursed.and/or the Australian Borrower, plus (y) the outstanding UK Loans, plus (z) the outstanding Australian Loans shall not exceed the Foreign Sublimit. Each Issuing Bank shall provide the Administrative Agent, on a monthly basis, a report on the Maximum Drawing Amount of outstanding Letters of Credit. The Administrative Agent shall provide the Lenders, on a quarterly basis, a report on the Maximum Drawing Amount of outstanding Letters of Credit. Notwithstanding anything to the contrary contained in this Section 4, no Issuing Bank shall be under any obligation to issue any Letter of Credit if:

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s customary form (a “Letter so long as no Stop Issuance Notice is in effect, each Issuing Lender agrees to issue Letters of Credit Application”), the 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 §4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time by before the Letter of Credit Termination Date upon the request of any Borrower, and agreed to by the L/C Issuer; provided, however, that, provided that immediately after giving effect to such request, each Letter of Credit is issued (i) the sum Total Outstanding Amount shall not exceed the aggregate amount of the Commitments, (ii) the Letter of Credit Liabilities outstanding with respect to such Issuing Lender shall not exceed such Issuing Lender’s Letter of Credit Sublimit and (iii) the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations amount of the Letter of Credit Liabilities shall not exceed the Letter of Credit Sublimit at any time, referred to in clause (iia) the sum of the outstanding principal amount definition thereof. Upon the date of issuance by an Issuing Lender of a Letter of Credit, the Revolving 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 plus and the Maximum Drawing Amount related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. In the event the Commitments shall have been extended pursuant to Section 2.01(b) with respect to some but not all Lenders, and all Unpaid Reimbursement Obligations, plus as a result the outstanding amount of Swing Line Loans shall not exceed Termination Date applicable to a Lender falls prior to the lesser of (x) the Total Commitment at such time and (y) the Borrowing Base at such time. Each request by the Borrower for the issuance or amendment expiry date of a Letter of Credit then outstanding, such Lender’s participation in such Letter of Credit shall terminate on its Termination Date, and the participations of the other Lenders therein shall be deemed redetermined pro rata to be a representation by their respective Percentages after giving effect to the Borrower that termination of the issuance or amendment so requested complies with Commitment of such former Lender. If and to the conditions set forth extent necessary to permit redetermination of the participations in the proviso Letters of Credit pursuant to the preceding sentence. Within sentence within the foregoing limitslimits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans, and subject to the terms such redetermination and conditions hereof, the Borrower’s ability to obtain termination of participations in outstanding 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 issued for the account of the Borrower or such Subsidiary that have expired or that have been drawn conditioned upon and reimbursedtheir having done so.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s Lender's customary form (a “"Letter of Credit Application”"), the L/C Issuer on behalf of the Revolving Credit Lenders and Lender, in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, agrees to issue, extend and renew for the account of the Borrower one or more standby letters of credit (individually, a “"Letter of Credit”"), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerLender; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $2,000,000 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of Swing Line all Revolving Credit Loans outstanding shall not exceed the lesser of (xA) the Total Commitment at such time and (yB) the Borrowing Base Availability at such time. Each request Notwithstanding the foregoing, the Lender shall have no obligation to issue any Letter of Credit to support or secure any indebtedness of the Borrower or any of its Subsidiaries to the extent that such indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrower demonstrates to the satisfaction of the Lender that (x) such prior incurred indebtedness were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrower for or such Subsidiary to the issuance or amendment proposed beneficiary of a such Letter of Credit shall be deemed to be or (y) such prior incurred indebtedness were then secured or supported by 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 letter of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit credit issued for the account of the Borrower or such Subsidiary that have expired 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 Borrower or that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject The Issuer agrees to issue under the terms several responsibilities of the Lenders in accordance with their respective Percentages, from time to time from and conditions hereof, upon after the execution Effective Date and delivery by the Borrower of a letter of credit application on the L/C Issuer’s customary form (a “Letter of Credit Application”), the L/C Issuer on behalf of until the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 and upon the representations and warranties of the Borrower contained hereinTermination Date, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower 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 Issuer, the Administrative Agent and the Borrower, ) before the proposed date of issuance thereof. Each Letter of Credit must be in form and agreed substance satisfactory to by the L/C IssuerIssuer 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, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations that in no event shall not exceed the any Letter of Credit Sublimit at any time, provide for an expiration that is later than five (ii5) the sum of the outstanding principal amount of days prior to 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 timeTermination Date. Each request It is understood by the Borrower parties hereto that for the issuance or amendment all purposes of this Agreement, each renewal, if applicable, of a Letter of Credit shall be deemed to be a representation by considered an issuance thereof and the Borrower that shall be required to comply with all the issuance or amendment so requested complies 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 the proviso Article V with respect to the preceding sentence. Within the foregoing limits, such Letter of Credit and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters Issuer shall issue such Letter of Credit promptly to the requested beneficiary and give to the Lenders prompt written notice (in reasonable detail) of such issuance. Promptly after the issuance of or amendment to a Letter of Credit, the Issuer shall notify the Administrative Agent and the Borrower, in writing, of such issuance or amendment, and such notice shall be fully revolvingaccompanied by a copy of such issuance or amendment. Upon receipt of such notice, and accordingly the Borrower mayAdministrative Agent shall notify the Lenders in writing of such issuance or amendment and, during the foregoing periodupon receipt of written request from a Lender, obtain Letters shall provide such Lender with copies of Credit to replace Letters of Credit issued for the account of the Borrower such issuance or such Subsidiary that have expired or that have been drawn upon and reimbursedamendment.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s Administrative Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Administrative Agent on behalf of the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 Section 5.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “"Letter of Credit”"), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerAdministrative Agent; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $15,000,000 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of Swing Line all Revolving Credit Loans outstanding shall not exceed the lesser of (xA) the Total Revolving Credit Commitment at 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 Parent or any of its Subsidiaries to the extent that such time Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Parent and the Borrower demonstrates to the satisfaction of the Administrative Agent that (x) such prior incurred Indebtedness were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Parent or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness were then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Parent, the Borrower or such other Subsidiary that have expired 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 Parent, the Borrower or that have been drawn upon and reimbursedsuch other Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the applicable Revolver Borrower of a letter of credit application on the L/C Issuer’s Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Agent on behalf of the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 ss.5.1.4 and upon the representations and warranties of the Borrower Revolver Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the 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 Borrower, such Revolver Borrower and agreed to by the L/C IssuerAgent; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $15,000,000 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus (iii) the outstanding Dollar Equivalent of the amount of Swing Line all Revolving Credit Loans outstanding, and the Total Overdraft Usage shall not exceed the lesser of (xA) the Total Commitment at and (B) the Borrowing Base. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of any Revolver Borrower or any of its Subsidiaries to the extent that such time Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case such Revolver Borrower demonstrates to the satisfaction of the Agent that (x) such prior incurred Indebtedness were then fully secured by a prior perfected and unavoidable security interest in collateral provided by such Revolver Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness were then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the such Revolver Borrower or such Subsidiary that have expired and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by such Revolver Borrower or that have been drawn upon and reimbursedsuch Subsidiary.

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

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuerrespective Issuing Bank’s customary form (a “Letter of Credit Application”), the L/C Issuer each Issuing Bank, on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 4.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C Issuerrespective Issuing Bank; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $10,000,000 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of Swing Line all Revolving Credit Loans outstanding shall not exceed the lesser of (xA) the Total Commitment at such time and (yB) the Borrowing Base at such time. Each request Notwithstanding the foregoing, no Issuing Bank shall have 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 Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrower demonstrates to the satisfaction of the 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 Borrower for or such Subsidiary to the issuance or amendment proposed beneficiary of a such Letter of Credit shall be deemed to be or (y) such prior incurred Indebtedness was then secured or supported by 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 letter of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit credit issued for the account of the Borrower or such Subsidiary that have expired 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 Borrower or that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the 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 L/C Issuer’s LaSalle's customary form (a “collectively, the "Letter of Credit Application”"), the L/C Issuer LaSalle on behalf of the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 Section 5.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by LaSalle, and Fleet agrees to continue to be the L/C Issuerissuing 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, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $15,000,000.00 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Reimbursement Obligations, (iii) the sum of the outstanding principal amount of the all Revolving Credit Loans plus outstanding, and (iii) the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus the outstanding amount Fair Market Value of Swing Line Loans Consigned Precious Metals shall not exceed the lesser of (xA) the Total Revolver Commitment at such time and (yB) the Borrowing Base at such timeBase. Each request by the Borrower for the issuance or amendment For purposes of a Letter Letters 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 of this Credit Agreement, LaSalle and conditions hereofFleet are collectively referred to as the "Issuing Banks". Notwithstanding the foregoing, the Borrower’s ability LaSalle shall have no obligation to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters issue any Letter of Credit to replace Letters support or secure any Indebtedness of the Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrower demonstrates to the satisfaction of LaSalle that (x) such prior incurred Indebtedness were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the 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 Borrower or such Subsidiary that have expired 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 Borrower or that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. 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 (a30) Subject days prior to the terms and conditions hereofCommitment Termination Date, upon the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s customary form (a “Letter of Credit Application”), the 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 §4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby 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 Issuer, the Administrative Agent and the Borrower) before the proposed date of issuance thereof. Each Letter of Credit must be in form and substance satisfactory to the Issuer and shall have a fixed expiration date occurring not later than one (1) year after the date of the issuance thereof, and agreed provided that each Letter of Credit may contain provisions to by extend the L/C Issuerexpiry thereof automatically for one or more successive periods of not more than one year; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations that in no event shall not exceed the any Letter of Credit Sublimit at any time, provide for an expiry later than ten (ii10) days prior to 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 timeTermination Date. Each request It is understood by the Borrower parties hereto that for the issuance or amendment all purposes of this Agreement, each renewal, if applicable, of a Letter of Credit shall be deemed to be a representation by considered an issuance thereof and the Borrower that shall be required to comply with all the issuance or amendment so requested complies 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 the proviso Article V with respect to the preceding sentence. Within the foregoing limits, such Letter of Credit and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters Issuer shall issue such Letter of Credit promptly to the requested beneficiary and give to the Banks prompt written notice (in reasonable detail) of such issuance. Promptly after the issuance of or amendment to a Letter of Credit, the Issuer shall notify the Administrative Agent and the Borrower, in writing, of such issuance or amendment, and such notice shall be fully revolvingaccompanied by a copy of such issuance or amendment. Upon receipt of such notice, and accordingly the Borrower mayAdministrative Agent shall notify the Banks in writing of such issuance or amendment and, during the foregoing periodupon receipt of written request from a Bank, obtain Letters shall provide such Bank with copies of Credit to replace Letters of Credit issued for the account of the Borrower such issuance or such Subsidiary that have expired or that have been drawn upon and reimbursedamendment.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower Borrowers of a letter of credit application on the L/C Issuer’s Administrative Agent's customary form (a “Letter of Credit Application”"LETTER OF CREDIT APPLICATION"), the L/C Issuer Administrative Agent on behalf of the Lenders that have a Revolving Credit Lenders Commitment and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 ss.5.1.4 and upon the representations and warranties of the Borrower Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower Borrowers one or more standby letters of credit (individually, a “Letter of Credit”"LETTER OF CREDIT"), in such form as may be requested from time to time by the Borrower, Borrowers and agreed to by the L/C IssuerAdministrative Agent; providedPROVIDED, howeverHOWEVER, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations which have not been repaid with the proceeds of Revolving Credit Loans, shall not exceed $5,000,000 (or such greater amount as the Administrative Agent may approve in writing from time to time so long as such amount does not exceed the Total Revolving Commitment) at any one time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations which have not been repaid with the proceeds of Revolving Credit Loans, and (iii) the amount of all Revolving Credit Loans outstanding shall not exceed the Letter of Credit Sublimit at any time, (ii) the sum of the outstanding principal amount of the Total 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. Each request by Notwithstanding the Borrower for foregoing, the issuance or amendment of a Administrative Agent shall have no obligation to issue any Letter of Credit shall be deemed to be a representation by the support or secure any Indebtedness of any Borrower that the issuance or amendment so requested complies with the conditions set forth in the proviso any of its Subsidiaries to the preceding sentence. Within the foregoing limits, and subject extent that such Indebtedness was incurred prior to the terms 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 were then fully secured by a prior perfected and conditions hereof, unavoidable security interest in collateral provided by such Borrower or such Subsidiary to the Borrower’s ability to obtain Letters proposed beneficiary of such Letter of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters or (y) such prior incurred Indebtedness were then secured or supported by a letter of Credit to replace Letters of Credit credit issued for the account of the such Borrower or such Subsidiary that have expired and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by such Borrower or that have been drawn upon and reimbursedsuch Subsidiary or (z) such prior incurred Indebtedness was secured by cash collateral in an amount equal to the face amount of the Letter of Credit to be issued hereunder to support or secure such prior incurred Indebtedness.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C Issuerapplicable Fronting Bank’s customary form as part of a Completed Committed Loan Request (a “Letter of Credit Application”), the L/C Issuer such Fronting Bank on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 3.1.4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby or documentary letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time by the Borrower, Borrower and reasonably agreed to by the L/C Issuersuch Fronting Bank; provided, however, that, after giving effect to such requestCompleted Committed Loan Request, (a) unless such Fronting Bank otherwise consents, the Maximum Drawing Amount of all 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 $100,000,000 at any one time and (c) the sum of (i) the sum of the aggregate Maximum Drawing Amount on all Letters of Credit and (ii) the amount of all Unpaid Reimbursement Obligations Revolving Credit Loans and Competitive Bid Loans outstanding shall not exceed the Letter of Credit Sublimit at any time, (ii) the sum of the outstanding principal amount of the Total Revolving Credit Loans plus Commitment in effect at such time; provided that the Maximum Drawing Amount and of 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. 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 revolvingnot exceed $60,000,000 at any one 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. The applicable Fronting Bank shall give the Administrative Agent prompt notice of the issuance of each Letter of Credit, and accordingly the Borrower may, during the foregoing period, obtain Letters of Administrative Agent shall forward such notice to Revolving Credit to replace Letters of Credit issued for the account of the Borrower or such Subsidiary that have expired or that have been drawn upon and reimbursedLenders in accordance with §14.12.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower of a letter of credit application on the L/C IssuerBank’s customary form (a “Letter of Credit Application”), the L/C Issuer on behalf of the Revolving Credit Lenders and Bank in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacitysole and absolute discretion, to issue, extend and renew for the account of the Borrower one or more standby letters of credit (individually, a “Letter of Credit”), in such form as may be requested from time to time by the Borrower, Borrower and agreed to by the L/C IssuerBank; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $500,000 at any timeone time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of Swing Line all Loans outstanding shall not exceed the lesser Commitment Notwithstanding the foregoing, the Bank shall not issue any Letter of Credit to support or secure any Indebtedness of the Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrower demonstrates to the satisfaction of the Bank that (x) such prior incurred Indebtedness were then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Total Commitment at Borrower or such time and Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness were then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Borrower or such Subsidiary that have expired 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 Borrower or that have been drawn upon and reimbursedsuch Subsidiary.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon the execution and delivery by the a Borrower of a letter of credit application on the L/C IssuerIssuing 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 L/C Issuer Issuing Bank on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 4.1.4 and upon the representations and warranties of the Borrower Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower 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 Borrower, a Borrower and agreed to by the L/C IssuerIssuing Bank; provided, however, that, after giving effect to such request, (ia) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $50,000,000 at any one time, and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus and (iii) the outstanding amount of Swing Line all Loans outstanding shall not exceed the lesser of (xA) the Total Commitment at such time and (yB) the Borrowing Base at such time. Each request by Notwithstanding the Borrower for foregoing, the issuance or amendment of a Issuing Bank shall have no obligation to issue any Letter of Credit shall be deemed to be support or secure any Indebtedness of any 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 representation prior perfected and unavoidable security interest in collateral provided by the Borrower that the issuance or amendment so requested complies with the conditions set forth in the proviso Borrowers to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters proposed beneficiary of such Letter of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters or (y) such prior incurred Indebtedness was then secured or supported by a letter of Credit to replace Letters of Credit credit issued for the account of a Borrower and the Borrower or reimbursement obligation with respect to such Subsidiary 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 have expired or that have been drawn upon 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 reimbursedshall be subject to the conditions hereunder.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower Company of a letter of credit application on the L/C Issuer’s Agent's customary form (a “"Letter of Credit Application”"), the L/C Issuer Agent on behalf of the Revolving Credit Lenders Banks and in reliance upon the agreement of the Revolving Credit Lenders Banks set forth in this §4 section 5.1.4 and upon the representations and warranties of the Borrower Company contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower 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 Borrower, Company and agreed to by the L/C IssuerAgent; provided, however, that, after giving effect to such request, (ia) the sum of the Dollar Equivalent of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit $15,000,000 at any time, one time (iior such other amount as may be agreed from time to time by the Company and the Agent and notified to the Banks) 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 (b) Utilization shall not exceed the lesser Total Commitment. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Company or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Company demonstrates to the reasonable satisfaction of the Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Total Commitment at Company or such time and Subsidiary to the proposed beneficiary of such Letter of Credit or (y) the Borrowing Base at such time. Each request prior incurred Indebtedness was then secured or supported by the Borrower for the issuance or amendment a letter 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 credit issued for the account of the Borrower Company or such Subsidiary that have expired or that have been drawn upon and reimbursedSubsidiary.

Commitment to Issue Letters of Credit. (aiii) Subject to the terms and conditions hereof, upon the execution and delivery by the any Borrower of a letter of credit application on the L/C Issuer’s customary form (a “Letter of Credit Application”), the 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 §4 and upon the representations and warranties of the Borrower Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower 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 Borrowerapplicable Borrower (who, in the case of Letters of Credit to be issued for the account of a Subsidiary of CAI (other than CAL) shall be CAI), and agreed to by the L/C Issuer; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Credit Sublimit at any time, (ii) 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 the any Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower 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, the any Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the any Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit issued for the account of the 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.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon the execution and delivery by the Borrower of a letter of credit application on the L/C Issuer’s customary form (a “Letter of Credit Application”)so long as no Stop Issuance Notice is in effect, the L/C Issuer on behalf of the Revolving Credit Lenders and each Issuing Bank in reliance upon the agreement agreements of the Revolving Credit Lenders other Banks set forth in this §4 and upon the representations and warranties Section 2.18 agrees to issue Letters of the Borrower contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrower one or more standby letters of credit (individually, a “Letter of Credit”), in such form as may be requested Credit from time to time by the Borrower, and agreed to by the L/C Issuer; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed before the Letter of Credit Sublimit at any time, (ii) Termination Date upon the sum request of the outstanding principal amount Borrower; provided that immediately after each Letter 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 is issued (x) the Total Commitment at such time Outstanding Amount shall not exceed the aggregate amount of the Commitments and (y) the Borrowing Base at such time. Each request by aggregate amount of the Letter of Credit Liabilities of all Banks shall not exceed $100,000,000; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower for requests the issuance or amendment of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be deemed 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 representation by participation in such Letter of Credit and the Borrower that the issuance or amendment so requested complies with the conditions set forth related Letter of Credit Liabilities in the proviso proportion its respective Commitment bears to the preceding sentenceaggregate Commitments. Within the foregoing limits, Each Bank acknowledges and subject agrees that its obligation to the terms and conditions hereof, the Borrower’s ability acquire participations pursuant to obtain this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be fully revolvingmade without any offset, and accordingly the Borrower mayabatement, during the foregoing period, obtain Letters of Credit to replace Letters of Credit issued for the account of the Borrower withholding or such Subsidiary that have expired or that have been drawn upon and reimbursedreduction whatsoever.

Commitment to Issue Letters of Credit. (a) Subject to the terms and conditions hereof, upon hereof and the execution and delivery by the Borrower Borrowers of a letter of credit application on the L/C Issuer’s Issuing Lender's customary form (a “"Letter of Credit Application”"), the L/C Issuer Issuing Lender on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in this §4 3.1.4 and upon the representations and warranties of the Borrower Borrowers contained herein, agrees, in its individual capacity, to issue, issue and extend and renew for the account of the Borrower 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 Borrower, Borrowers and agreed to by the L/C IssuerIssuing Lender; provided, however, that, after giving effect to such request, (i) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the Letter of Total Revolving Credit Sublimit at any time, (ii) Commitment minus the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Line Loans plus and the Maximum Drawing Amount and all Unpaid Reimbursement Obligations. Notwithstanding any other provisions of this Credit Agreement, plus the outstanding amount of Swing Line Loans Issuing Lender shall not exceed the lesser of (x) the Total Commitment at such time and (y) the Borrowing Base at such time. Each request by the Borrower for the issuance issue or amendment of extend a Letter of Credit shall be deemed to be after it has received notice from any Lender or the Administrative Agent that a representation by the Borrower Default or Event of Default has occurred and stating 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 no Letters of Credit are to be issued or extended until such Default or Event of Default has been cured or waived in accordance with the provisions of this Credit Agreement. The Issuing Lender shall not be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters 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 replace Letters enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any 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 issued 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 account 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 xxxxx xxxxx material to it; the issuance of such Letter of Credit would violate one or more policies of the Borrower Issuing Lender; 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; 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 a default of 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 Issuing Lender has entered into satisfactory arrangements with the Borrowers or such Subsidiary that have expired or that have been drawn upon and reimbursedRevolving Credit Lender to eliminate the Issuing Lender's risk with respect to such Revolving Credit Lender.