Common use of Letters of Credit Clause in Contracts

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of Borrower made in accordance herewith, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (eachissue, an "L/C") or to purchase participations cause an Underlying Issuer, as Issuing Lender’s agent, to issue, a requested Letter of Credit. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will obligate itself to reimburse such Underlying Issuer (which may include, among, other means, by becoming an applicant with respect to such Letter of Credit or execute indemnities or reimbursement obligations (entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to such Letter of Credit; each such obligation or undertaking, an "L/C irrespective of whether in writing, a “Reimbursement Undertaking"”) with respect to letters Letters of credit Credit issued by such Underlying Issuer. By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrower shall be deemed to have requested that Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (as it being expressly acknowledged and agreed by Borrower that Borrower is and shall be deemed to be an applicant (within the meaning of Section 5-102(a)(2) of the Closing Date, the prospective Code) with respect to each Underlying Issuer is to be Xxxxx Fargo) Letter of Credit). Each request for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by Anything contained herein to the contrary notwithstanding, the Issuing LenderLender may, Borrowers also but shall not be obligated to, issue or cause the issuance of a Letter of Credit or to issue a Reimbursement Undertaking in respect of an applicant under the application with respect to any Underlying Letter of Credit, in either case, that supports the obligations of Borrower or its Subsidiaries in respect of (1) a lease of real property, or (2) an employment contract. Borrower agrees that this Agreement (along with the terms of the applicable application) will govern each Letter of Credit that is to be the subject of an L/C Undertakingand its issuance. The Issuing Lender shall have no obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, if any of the following would result after giving effect to the requested Letter of Creditissuance:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an "“L/C"”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "“L/C Undertaking"”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers Borrower or, at the request of Borrower, for the account of Gordmans Management Company, Inc. (each, an "“L/C"”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "“L/C Undertaking"”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of Borrowers. Borrower or, at the request of Borrower, for the account of Gordmans Management Company, Inc. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, specifying the date of issuance, amendment, renewal, or extensionextension (which shall be a Business Day), the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), whether the Letter of Credit is for the account of the Borrower or Gordmans Management Company, Inc. and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of Borrower made in accordance herewith, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (eachissue, an "L/C") or to purchase participations cause an Underlying Issuer (including, as Issuing Lender’s agent) to issue, a requested Letter of Credit. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will enter into arrangements relative to the reimbursement of such Underlying Issuer (which may include, among, other means, by becoming an applicant with respect to such Letter of Credit or execute indemnities or reimbursement obligations (entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to such Letter of Credit; each such obligation or undertaking, an "L/C irrespective of whether in writing, a “Reimbursement Undertaking"”) with respect to letters Letters of credit Credit issued by such Underlying Issuer. By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrower shall be deemed to have requested that Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (as it being expressly acknowledged and agreed by Borrower that Borrower is and shall be deemed to be an applicant (within the meaning of Section 5-102(a)(2) of the Closing Date, the prospective Code) with respect to each Underlying Issuer is to be Xxxxx Fargo) Letter of Credit). Each request for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the proposed expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and (v) such other information (including, the conditions of drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by Anything contained herein to the contrary notwithstanding, the Issuing LenderLender may, Borrowers also but shall not be obligated to, issue or cause the issuance of a Letter of Credit or to issue a Reimbursement Undertaking in respect of an applicant under the application with respect to any Underlying Letter of Credit Credit, in either case, that supports the obligations of Borrower or its Subsidiaries (1) in respect of (A) a lease of real property, or (B) an employment contract, or (2) at any time that one or more of the Lenders is to be the subject of an L/C Undertakinga Defaulting Lender. The Issuing Lender shall have no obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, if any of the following would result after giving effect to the requested Letter of Creditissuance:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an "“L/C"”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "“L/C Undertaking"”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of Borrowers. To Each request for the issuance of an L/C or an L/C Undertaking (a Letter of Credit or the amendment, renewal, or extension of any outstanding Letter of Credit shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance satisfactory to the Issuing Lender in its Permitted Discretion and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by the Issuing Lender, Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of Parent or a Borrower made in accordance herewith, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (eachissue, an "L/C") or to purchase participations cause an Underlying Issuer (including, as Issuing Lender’s agent) to issue, a requested Letter of Credit. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will enter into arrangements relative to the reimbursement of such Underlying Issuer (which may include, among, other means, by becoming an applicant with respect to such Letter of Credit or execute indemnities or reimbursement obligations (entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to such Letter of Credit; each such obligation or undertaking, an "L/C irrespective of whether in writing, a “Reimbursement Undertaking"”) with respect to letters Letters of credit Credit issued by such Underlying Issuer. By Parent’s or a Borrower’s submission of a request to Issuing Lender for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (as it being expressly acknowledged and agreed by Borrowers that Borrowers are and shall be deemed to be an applicant (within the meaning of Section 5-102(a)(2) of the Closing Date, the prospective Code) with respect to each Underlying Issuer is to be Xxxxx Fargo) Letter of Credit). Each request for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by Anything contained herein to the contrary notwithstanding, the Issuing LenderLender may, Borrowers also but shall not be obligated to, issue or cause the issuance of a Letter of Credit or to issue a Reimbursement Undertaking in respect of an applicant under Underlying Letter of Credit, in either case, that supports the application with obligations of Parent or its Subsidiaries (1) in respect to any of (A) a lease of real property if the amount of the Letter of Credit or Underlying Letter of Credit is greater than the rent payable under such lease (without acceleration) for one year, or (B) an employment contract, or (2) at any time that one or more of the Lenders is to be the subject of an L/C Undertakinga Defaulting Lender. The Issuing Lender shall have no obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, if any of the following would result after giving effect to the requested Letter of Creditissuance:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers Borrower (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of BorrowersBorrower. To Each request for the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C Authorized Person and delivered to Lender via hand delivery, telefacsimile, or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by other electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to Lender in its Permitted Discretion and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by the Issuing Lender, Borrowers Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers Borrower (each, an "“L/C"”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "“L/C Undertaking"”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Restatement Effective Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of BorrowersBorrower. To Each request for the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance satisfactory to the Issuing Lender in its Permitted Discretion and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by the Issuing Lender, Borrowers Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers Borrower (each, an "“L/C"”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "“L/C Undertaking"”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of BorrowersBorrower. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, specifying the date of issuance, amendment, renewal, or extensionextension (which shall be a Business Day), the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an "“L/C"”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "“L/C Undertaking"”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Wxxxx Fargo) for the account of Borrowers. To Each request for the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance satisfactory to the Issuing Lender in its Permitted Discretion and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by the Issuing Lender, Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of Borrower made in accordance herewith, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (eachissue, an "L/C") or to purchase participations cause an Underlying Issuer (including, as Issuing Lender’s agent) to issue, a requested Letter of Credit. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will enter into arrangements relative to the reimbursement of such Underlying Issuer (which may include, among other means, by becoming an applicant with respect to such Letter of Credit or execute indemnities or reimbursement obligations (entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to such Letter of Credit; each such obligation or undertaking, an "L/C irrespective of whether in writing, a “Reimbursement Undertaking"”) with respect to letters Letters of credit Credit issued by such Underlying Issuer. By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrower shall be deemed to have requested that Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (as it being expressly acknowledged and agreed by Borrower that Borrower is and shall be deemed to be an applicant (within the meaning of Section 5-102(a)(2) of the Closing Date, the prospective Code) with respect to each Underlying Issuer is to be Xxxxx Fargo) Letter of Credit). Each request for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the proposed expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and (v) such other information (including, the conditions of drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by Anything contained herein to the contrary notwithstanding, the Issuing LenderLender may, Borrowers also but shall not be obligated to, issue or cause the issuance of a Letter of Credit or to issue a Reimbursement Undertaking in respect of an applicant under the application with respect to any Underlying Letter of Credit Credit, in either case, that supports the obligations of Parent or its Subsidiaries (1) in respect of (A) a lease of real property, or (B) an employment contract, or (2) at any time that one or more of the Lenders is to be the subject of an L/C Undertakinga Defaulting Lender. The Issuing Lender shall have no obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, if any of the following would result after giving effect to the requested Letter of Creditissuance:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of Borrower made in accordance herewith, and prior to the Maturity Date, Issuing Lender Bank agrees to issue letters issue, or to cause an Underlying Issuer (including, as Issuing Bank’s agent) to issue, a requested Letter of credit Credit for the account of Borrowers Borrower, Parent or any other Loan Party. If Issuing Bank, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Bank agrees that it will enter into arrangements relative to the reimbursement of such Underlying Issuer (eachwhich may include, among other means, by becoming an "L/C") applicant with respect to such Letter of Credit or entering into undertakings or other arrangements that provide for reimbursement of such Underlying Issuer with respect to purchase participations or execute indemnities or reimbursement obligations (drawings under such Letter of Credit; each such obligation or undertaking, an "L/C irrespective of whether in writing, a “Reimbursement Undertaking"”) with respect to letters Letters of credit Credit issued by an such Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of BorrowersBorrower. To By submitting a request to Issuing Bank for the issuance of a Letter of Credit, Borrower shall be deemed to have requested that (i) Issuing Bank issue or (ii) an L/C or an L/C Underlying Issuer issue the requested Letter of Credit (and, in such case, to have requested Issuing Bank to issue a Reimbursement Undertaking (with respect to such requested Letter of Credit). Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be irrevocable and shall be made in writing by an outstanding L/C Authorized Person and delivered to Issuing Bank via telefacsimile, or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by other electronic communication, if arrangements for doing so have been approved by the method of transmission reasonably acceptable to Issuing Lender) to the Issuing Lender Bank and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to Issuing Bank and (i) a notice requesting shall specify (A) the issuance amount and currency (CAD or Dollars) of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (B) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (C) the proposed expiration date of such Letter of Credit, (D) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and (E) such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing LenderLetter of Credit, Borrowers also and (ii) shall be an applicant under accompanied by such Issuer Documents as Agent, Issuing Bank or Underlying Issuer may request or require, to the application extent that such requests or requirements are consistent with respect to any the Issuer Documents that Issuing Bank or Underlying Letter Issuer generally requests for Letters of Credit that is in similar circumstances. Bank’s records of the content of any such request will be conclusive. Anything contained herein to the contrary notwithstanding, Issuing Bank may, but shall not be obligated to, issue or cause the subject issuance of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any or to issue a Reimbursement Undertaking in respect of the following would result after giving effect to the requested an Underlying Letter of Credit:, in either case, that supports the obligations of Parent, Borrower or their Subsidiaries in respect of (A) a lease of real property to the extent that the face amount of such Letter of Credit or the amount of such Reimbursement Undertaking exceeds the highest rent (including all rent-like charges) payable under such lease for a period of one year, or (B) an employment contract to the extent that the face amount of such Letter of Credit or the amount of such Reimbursement Undertaking exceeds the highest compensation payable under such contract for a period of one year.

Letters of Credit. If any change in any law or regulation or in the interpretation thereof by any central bank or other Governmental Authority (awhether or not having the force of law) Subject to charged with the terms and conditions administration thereof enacted, issued or promulgated after the date of this AgreementAgreement shall either (i) impose, the Issuing Lender agrees to issue modify, or deem applicable any reserve, special deposit, or similar requirement against letters of credit issued by, or assets held by, or deposits in or for the account of, any Issuing Bank or any Bank or (ii) impose on any Issuing Bank or any Bank any other condition regarding the provisions of this Agreement relating to the Letters of Credit or any Letter of Credit Obligations, and the result of any event referred to in the preceding clause (i) or (ii) shall be to increase the cost to any Issuing Bank of issuing or maintaining any Letter of Credit, or increase the cost to such Bank of its risk participation in any Letter of Credit (which increase in cost shall be determined by such Issuing Bank’s or such Bank’s reasonable allocation of the aggregate of such cost increases resulting from such event), then, within 10 days of written demand by such Issuing Bank or such Bank (with a copy sent to the Administrative Agent), as the case may be, the Borrower shall pay to the Administrative Agent for the account of Borrowers such Issuing Bank or Bank, as the case may be, from time to time as specified by such Issuing Bank or such Bank, additional amounts which shall be sufficient to compensate such Issuing Bank or such Bank for such increased cost. Each Issuing Bank and each Bank agrees to use commercially reasonable efforts (eachconsistent with internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office for the booking of its Letters of Credit or risk participations if the making of such designation would avoid the effect of this paragraph and would not, an "L/C"in the reasonable judgment of such Issuing Bank or such Bank, be otherwise disadvantageous to such Issuing Bank or such Bank, as the case may be. A certificate as to such increased cost incurred by such Issuing Bank or such Bank, as the case may be, as a result of any event mentioned in clause (i) or to purchase participations (ii) above, and detailing the calculation of such increased costs submitted by such Issuing Bank or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Bank to the Issuing Lender Borrower and Agent (reasonably in advance of the requested date of issuanceAdministrative Agent, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepareconclusive and binding for all purposes, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:absent manifest error.

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers Borrower (each, an "“L/C"”) or to purchase participations or execute indemnities indemnities, guarantees, or reimbursement obligations (each such undertaking, an "“L/C Undertaking"”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of BorrowersBorrower. To Each request for the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender in its Permitted Discretion and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by the Issuing Lender, Borrowers Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of Borrowers. To Each request for the issuance of an L/C or an L/C Undertaking (a Letter of Credit or the amendment, renewal, or extension of any outstanding Letter of Credit shall be made in writing by an outstanding L/C Authorized Person and delivered to Lender via hand delivery, telefacsimile, or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by other electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance satisfactory to Lender in its Permitted Discretion and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by the Issuing Lender, Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of Borrower made in accordance herewith, Issuing Lender agrees to issue letters issue, or to cause an Underlying Issuer (including, as Issuing Lender's agent) to issue, a requested Letter of credit Credit for the account of Borrowers Borrower. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will enter into arrangements relative to the reimbursement of such Underlying Issuer (eachwhich may include, among other means, by becoming an "L/C") applicant with respect to such Letter of Credit or entering into undertakings or other arrangements that provide for reimbursement of such Underlying Issuer with respect to purchase participations or execute indemnities or reimbursement obligations (such drawings under Letter of Credit; each such obligation or undertaking, an irrespective of whether in writing, a "L/C Reimbursement Undertaking") with respect to letters Letters of credit Credit issued by an such Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of BorrowersBorrower. To By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrower shall be deemed to have requested that (i) Issuing Lender issue or (ii) an L/C or Underlying Issuer issue the requested Letter of Credit (and, in such case, to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit). Borrower acknowledges and agrees that Borrower is and shall be deemed to be an L/C Undertaking applicant (within the meaning of Section 5-102(a)(2) of the Code) with respect to each Underlying Letter of Credit. Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to Issuing Lender and (i) a notice requesting shall specify (A) the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (B) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (C) the proposed expiration date of such Letter of Credit, (D) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and (E) such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing LenderLetter of Credit, Borrowers also and (ii) shall be an applicant under accompanied by such Issuer Documents as Agent, Issuing Lender or Underlying Issuer may request or require, to the application extent that such requests or requirements are consistent with respect to any the Issuer Documents that Issuing Lender or Underlying Letter Issuer generally requests for Letters of Credit that is in similar circumstances. Anything contained herein to be the subject of an L/C Undertaking. The contrary notwithstanding, Issuing Lender may, but shall have no obligation to not be obligated to, issue or cause the issuance of a Letter of Credit if any or to issue a Reimbursement Undertaking in respect of the following would result after giving effect to the requested an Underlying Letter of Credit:, in either case, that supports the obligations of Borrower or its Subsidiaries in respect of (A) a lease of real property to the extent that the face amount of such Letter of Credit or the amount of such Reimbursement Undertaking exceeds the highest rent (including all rent-like charges) payable under such lease for a period of one year, or (B) an employment contract.

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of Borrower made in accordance herewith, Issuing Lender agrees to issue letters issue, or to cause an Underlying Issuer (including, as Issuing Lender's agent) to issue, a requested Letter of credit Credit for the account of Borrowers Borrower. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will enter into arrangements relative to the reimbursement of such Underlying Issuer (eachwhich may include, among other means, by becoming an "L/C") applicant with respect to such Letter of Credit or entering into undertakings or other arrangements that provide for reimbursement of such Underlying Issuer with respect to purchase participations or execute indemnities or reimbursement obligations (drawings under such Letter of Credit; each such obligation or undertaking, an irrespective of whether in writing, a "L/C Reimbursement Undertaking") with respect to letters Letters of credit Credit issued by an such Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of BorrowersBorrower. To By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrower shall be deemed to have requested that (i) Issuing Lender issue or (ii) an L/C or Underlying Issuer issue the requested Letter of Credit (and, in such case, to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit). Borrower acknowledges and agrees that Borrower is and shall be deemed to be an L/C Undertaking applicant (within the meaning of Section 5-102(a)(2) of the Code) with respect to each Underlying Letter of Credit. Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Agent and Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to Agent and Issuing Lender and (i) a notice requesting shall specify (A) the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (B) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (C) the proposed expiration date of such Letter of Credit, (D) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and (E) such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C Letter of Credit, (ii) shall be accompanied by such Issuer Documents as Agent, Issuing Lender or L/C Undertaking. If requested by Underlying Issuer may request or require, to the extent that such requests or requirements are consistent with the Issuer Documents that Issuing Lender or Underlying Issuer generally requests for Letters of Credit in similar circumstances and (iii) shall be subject to Issuing Lender's or Underlying Issuer's, Borrowers also shall be an applicant under the application as applicable, authentication procedures with respect results satisfactory to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender or Underlying Issuer, as applicable. Anything contained herein to the contrary notwithstanding, Issuing Lender may, but shall have no obligation to not be obligated to, issue or cause the issuance of a Letter of Credit if any or to issue a Reimbursement Undertaking in respect of the following would result after giving effect to the requested an Underlying Letter of Credit:, in either case, that supports the obligations of Parent or its Subsidiaries in respect of (A) a lease of real property, or (B) an employment contract.

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of Borrower made in accordance herewith, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (eachissue, an "L/C") or to purchase participations cause an Underlying Issuer (including, as Issuing Lender’s agent) to issue, a requested Letter of Credit. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will enter into arrangements relative to the reimbursement of such Underlying Issuer (which may include, among, other means, by becoming an applicant with respect to such Letter of Credit or execute indemnities or reimbursement obligations (entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to such Letter of Credit; each such obligation or undertaking, an "L/C irrespective of whether in writing, a “Reimbursement Undertaking"”) with respect to letters Letters of credit Credit issued by such Underlying Issuer. By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrower shall be deemed to have requested that Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (as it being expressly acknowledged and agreed by Borrower that Borrower is and shall be deemed to be an applicant (within the meaning of Section 5-102(a)(2) of the Closing Date, the prospective Code) with respect to each Underlying Issuer is to be Xxxxx Fargo) Letter of Credit). Each request for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, facsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the proposed expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and (v) such other information (including, the conditions of drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by Anything contained herein to the contrary notwithstanding, the Issuing LenderLender may, Borrowers also but shall not be obligated to, issue or cause the issuance of a Letter of Credit or to issue a Reimbursement Undertaking in respect of an applicant under the application with respect to any Underlying Letter of Credit Credit, in either case, that supports the obligations of Parent or its Subsidiaries (1) in respect of (A) a lease of real property, or (B) an employment contract, or (2) at any time that one or more of the Lenders is to be the subject of an L/C Undertakinga Defaulting Lender. The Issuing Lender shall have no obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, if any of the following would result after giving effect to the requested Letter of Creditissuance:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Wells Fargo) for the account of Borrowers. To request the issuance of an Lxx X/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an "“L/C"”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "“L/C Undertaking"”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Wxxxx Fargo) for the account of Borrowers. To Each request for the issuance of an L/C or an L/C Undertaking (a Letter of Credit or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance satisfactory to the Issuing Lender in its Permitted Discretion and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by the Issuing Lender, Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of Administrative Borrower made in accordance herewith, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (eachissue, an "L/C") or to purchase participations cause an Underlying Issuer, as Issuing Lender’s agent, to issue, a requested Letter of Credit. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will obligate itself to reimburse such Underlying Issuer (which may include, among, other means, by becoming an applicant with respect to such Letter of Credit or execute indemnities or reimbursement obligations (entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to such Letter of Credit; each such obligation or undertaking, an "L/C irrespective of whether in writing, a “Reimbursement Undertaking"”) with respect to letters Letters of credit Credit issued by such Underlying Issuer. By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Administrative Borrower shall be deemed to have requested that Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (as it being expressly acknowledged and agreed by Borrowers that Administrative Borrower is and shall be deemed to be an applicant (within the meaning of Section 5-102(a)(2) of the Closing Date, the prospective Code) with respect to each Underlying Issuer is to be Xxxxx Fargo) Letter of Credit). Each request for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by Anything contained herein to the contrary notwithstanding, the Issuing LenderLender may, Borrowers also but shall not be obligated to, issue or cause the issuance of a Letter of Credit or to issue a Reimbursement Undertaking in respect of an applicant under the application with respect to any Underlying Letter of Credit, in either case, that supports the obligations of Parent or its Subsidiaries in respect of (1) a lease of real property, or (2) an employment contract. Borrowers agree that this Agreement (along with the terms of the applicable application) will govern each Letter of Credit that is to be the subject of an L/C Undertakingand its issuance. The Issuing Lender shall have no obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, if any of the following would result after giving effect to the requested Letter of Creditissuance:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers Borrower (each, an "“L/C"”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "“L/C Undertaking"”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of BorrowersBorrower. To Each request for the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance satisfactory to the Issuing Lender in its Permitted Discretion and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by the Issuing Lender, Borrowers Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of Borrower made in accordance herewith, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (eachissue, an "L/C") or to purchase participations cause an Underlying Issuer, as Issuing Lender’s agent, to issue, a requested Letter of Credit. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will obligate itself to reimburse such Underlying Issuer (which may include, among, other means, by becoming an applicant with respect to such Letter of Credit or execute indemnities or reimbursement obligations (entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to such Letter of Credit; each such obligation or undertaking, an "L/C irrespective of whether in writing, a “Reimbursement Undertaking"”) with respect to letters Letters of credit Credit issued by such Underlying Issuer. By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrower shall be deemed to have requested that Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (as it being expressly acknowledged and agreed by Borrower that Borrower is and shall be deemed to be an applicant (within the meaning of Section 5-102(a)(2) of the Closing Date, the prospective Code) with respect to each Underlying Issuer is to be Xxxxx Fargo) Letter of Credit). Each request for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension of such Letter of Credit, (iii) the expiration date of such Letter of Credit (which shall not be later than the Business Day prior to the Maturity Date or, if earlier, one year from the date of issuance or extension, in the case of standby Letters of Credit, and 120 days from the date on which such Lof issuance or extension, in the case of commercial/C or L/C Undertaking is to expiredocumentary Letters of Credit), the amount of such L/C or L/C Undertaking, (iv) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by Borrower agrees that this Agreement (along with the Issuing Lender, Borrowers also shall be an applicant under terms of the application with respect to any Underlying applicable application) will govern each Letter of Credit that is to be the subject of an L/C Undertakingand its issuance. The Issuing Lender shall have no obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, if any of the following would result after giving effect to the requested Letter of Creditissuance:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an "“L/C"”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "“L/C Undertaking"”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of Borrowers. To Each request for the issuance of an L/C or an L/C Undertaking (a Letter of Credit or the amendment, renewal, or extension of any outstanding Letter of Credit shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance satisfactory to the Issuing Lender in its Permitted Discretion and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by the Issuing Lender, Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an "“L/C"”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "“L/C Undertaking"”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of Borrowers. To Each request for the issuance of an L/C or an L/C Undertaking (a Letter of Credit or the amendment, renewal, or extension of any outstanding Letter of Credit shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender in its Permitted Discretion and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by the Issuing Lender, Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of Borrower made in accordance herewith, Issuing Lender agrees to issue letters issue, or to cause an Underlying Issuer (including, as Issuing Lender’s agent) to issue, a requested Letter of credit Credit for the account of Borrowers Borrower. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will enter into arrangements relative to the reimbursement of such Underlying Issuer (eachwhich may include, among other means, by becoming an "L/C") applicant with respect to such Letter of Credit or entering into undertakings or other arrangements that provide for reimbursement of such Underlying Issuer with respect to purchase participations or execute indemnities or reimbursement obligations (drawings under such Letter of Credit; each such obligation or undertaking, an "L/C irrespective of whether in writing, a “Reimbursement Undertaking"”) with respect to letters Letters of credit Credit issued by an such Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of BorrowersBorrower. To By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrower shall be deemed to have requested that (i) Issuing Lender issue or (ii) an L/C or Underlying Issuer issue the requested Letter of Credit (and, in such case, to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit). Borrower acknowledges and agrees that Borrower is and shall be deemed to be an L/C Undertaking applicant (within the meaning of Section 5-102(a)(2) of the Code) with respect to each Underlying Letter of Credit. Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to Issuing Lender and (i) a notice requesting shall specify (A) the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (B) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (C) the proposed expiration date of such Letter of Credit, (D) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and (E) such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing LenderLetter of Credit, Borrowers also and (ii) shall be an applicant under accompanied by such Issuer Documents as Agent, Issuing Lender or Underlying Issuer may reasonably request or require, to the application extent that such requests or requirements are consistent with respect to any the Issuer Documents that Issuing Lender or Underlying Letter Issuer generally requests for Letters of Credit that is in similar circumstances. Anything contained herein to be the subject of an L/C Undertaking. The contrary notwithstanding, Issuing Lender may, but shall have no obligation to not be obligated to, issue or cause the issuance of a Letter of Credit if any or to issue a Reimbursement Undertaking in respect of the following would result after giving effect to the requested an Underlying Letter of Credit:, in either case, that supports the obligations of Borrower or its Subsidiaries in respect of (A) a lease of real property, or (B) an employment contract.

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of either U.S. Administrative Borrower or Foreign Administrative Borrower made in accordance herewith, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (eachissue, an "L/C") or to purchase participations cause an Underlying Issuer, as Issuing Lender’s agent, to issue, a requested Letter of Credit. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will obligate itself to reimburse such Underlying Issuer (which may include, among, other means, by becoming an applicant with respect to such Letter of Credit or execute indemnities or reimbursement obligations (entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to such Letter of Credit; each such obligation or undertaking, an "L/C irrespective of whether in writing, a “Reimbursement Undertaking"”) with respect to letters Letters of credit Credit issued by such Underlying Issuer. By submitting a request to Issuing Lender for the issuance of a Letter of Credit, the U.S. Administrative Borrower or the Foreign Administrative Borrower, as applicable, shall be deemed to have requested that Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (as it being expressly acknowledged and agreed by each Borrower that such Borrower is and shall be deemed to be an applicant (within the meaning of Section 5-102(a)(2) of the Closing Date, the prospective Code) with respect to each Underlying Issuer is to be Xxxxx Fargo) Letter of Credit). Each request for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender and shall specify (i) a notice requesting the issuance amount of an L/C such U.S. Letter of Credit or L/C UndertakingForeign Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C U.S. Letter of Credit or L/C UndertakingForeign Letter of Credit, (iii) the expiration date of such U.S. Letter of Credit or Foreign Letter of Credit, (iv) the name and address of the beneficiary thereof (or of the Underlying U.S. Letter of Credit or Foreign Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the U.S. Letter of Credit or Foreign Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by Anything contained herein to the contrary notwithstanding, the Issuing LenderLender may, Borrowers also but shall not be obligated to, issue or cause the issuance of a Letter of Credit or to issue a Reimbursement Undertaking in respect of an applicant under the application with respect to any Underlying Letter of Credit Credit, in either case, that is to be supports the subject obligations of Parent or its Subsidiaries in respect of an L/C Undertakingemployment contract. Each U.S. Borrower and Foreign Borrower agrees that this Agreement (along with the terms of the applicable application) will govern each Letter of Credit and its issuance. The Issuing Lender shall have no obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, if any of the following would result after giving effect to the requested Letter of Creditissuance:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of Borrowers made in accordance herewith, and prior to the Maturity Date, Issuing Lender agrees to issue letters issue, or to cause an Underlying Issuer (including, as Issuing Xxxxxx’s agent) to issue, a requested standby Letter of credit Credit or a sight commercial Letter of Credit for the account of Borrowers Borrowers. If Issuing Lender, at its option (eachand, if other than WFCF, with Borrowers’ consent), elects to cause an "L/C") Underlying Issuer to issue a requested Letter of Credit, then Issuing Xxxxxx agrees that it will enter into arrangements relative to the reimbursement of such Underlying Issuer (which may include, among, other means, by becoming an applicant with respect to such Letter of Credit or entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to purchase participations or execute indemnities or reimbursement obligations (such Letter of Credit; each such obligation or undertaking, an "L/C irrespective of whether in writing, a “Reimbursement Undertaking"”) with respect to letters Letters of credit Credit issued by such Underlying Issuer. By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (as it being expressly acknowledged and agreed by each Borrower that Borrowers are and shall be deemed to be applicants (within the meaning of Section 5-102(a)(2) of the Closing Date, the prospective Code) with respect to each Underlying Issuer is to be Xxxxx Fargo) Letter of Credit). Each request for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, amendment or extension of any outstanding Letter of Credit, shall be (i) irrevocable and made in writing by an outstanding L/C Authorized Person, (ii) delivered to Agent and Issuing Lender via telefacsimile or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by other electronic communication, if arrangements for doing so have been approved by the Issuing Lender) method of transmission reasonably acceptable to the Agent and Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension, and (iii) a notice requesting subject to Issuing Lender’s authentication procedures with results satisfactory to Issuing Lender. Each such request shall be in form and substance reasonably satisfactory to Agent and Issuing Lender and (i) shall specify (A) the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (B) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (C) the proposed expiration date of such Letter of Credit, (D) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and (E) such other information (including, the conditions to drawing, and, in the case of an amendment or extension, identification of the Letter of Credit to be so amended or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing LenderLetter of Credit, Borrowers also and (ii) shall be an applicant under accompanied by such Issuer Documents as Agent, Issuing Lender or Underlying Issuer may request or require, to the application extent that such requests or requirements are consistent with respect to any the Issuer Documents that Issuing Lender or Underlying Letter Issuer, as applicable, generally requests for Letters of Credit that is in similar circumstances. Issuing Xxxxxx’s records of the content of any such request will be conclusive. Anything contained herein to be the subject of an L/C Undertaking. The contrary notwithstanding, Issuing Lender may, but shall have no obligation to not be obligated to, issue a Letter of Credit if any or cause the issuance of the following would result after giving effect to the requested a Letter of Credit or issue a Reimbursement Undertaking in respect of an Underlying Letter of Credit:, in either case, that supports the obligations of Borrowers in respect of (x) a lease of real property, or (y) an employment contract.

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers Borrower (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is such issuing bank to be Xxxxx Fargo) for the account of BorrowersBorrower. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent Lender (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an "“L/C"”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "“L/C Undertaking"”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of Borrowers. To Each request for the issuance of an L/C or an L/C Undertaking (a Letter of Credit or the amendment, renewal, or extension of any outstanding Letter of Credit shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance satisfactory to the Issuing Lender in its reasonable discretion and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by the Issuing Lender, Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers Subsidiary Borrower (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of BorrowersSubsidiary Borrower. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Subsidiary Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers Subsidiary Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue issue, or to participate in, a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers Borrower (each, an "“L/C"”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "“L/C Undertaking"”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of BorrowersBorrower. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers Borrower (each, an "“L/C"”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "“L/C Undertaking"”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Wxxxx Fargo) for the account of BorrowersBorrower. To Each request for the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C Authorized Person and delivered to Lender via hand delivery, telefacsimile, or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by other electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance satisfactory to Lender in its Permitted Discretion and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by the Issuing Lender, Borrowers Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers Subsidiary Borrower (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of BorrowersSubsidiary Borrower. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Subsidiary Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers Subsidiary Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an "“L/C"”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "“L/C Undertaking"”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of Borrowers. To Each request for the issuance of an L/C or an L/C Undertaking (a Letter of Credit or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance satisfactory to the Issuing Lender in its Permitted Discretion and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by the Issuing Lender, Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of Borrower made in accordance herewith, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (eachissue, an "L/C") or to purchase participations cause an Underlying Issuer (including, as Issuing Lender’s agent) to issue, a requested Letter of Credit. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will enter into arrangements relative to the reimbursement of such Underlying Issuer (which may include, among, other means, by becoming an applicant with respect to such Letter of Credit or execute indemnities or reimbursement obligations (entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to such Letter of Credit; each such obligation or undertaking, an "L/C irrespective of whether in writing, a “Reimbursement Undertaking"”) with respect to letters Letters of credit Credit issued by such Underlying Issuer. By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrower shall be deemed to have requested that Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (as it being expressly acknowledged and agreed by Borrower that Borrower is and shall be deemed to be an applicant (within the meaning of Section 5-102(a)(2) of the Closing Date, the prospective Code) with respect to each Underlying Issuer is to be Xxxxx Fargo) Letter of Credit). Each request for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by Anything contained herein to the contrary notwithstanding, the Issuing LenderLender may, Borrowers also but shall not be obligated to, issue or cause the issuance of a Letter of Credit or to issue a Reimbursement Undertaking in respect of an applicant under the application with respect to any Underlying Letter of Credit Credit, in either case, that supports the obligations of Borrower or its Subsidiaries (1) in respect of (A) a lease of real property, or (B) an employment contract, or (2) at any time that one or more of the Lenders is to be the subject of an L/C Undertakinga Defaulting Lender. The Issuing Lender shall have no obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, if any of the following would result after giving effect to the requested Letter of Creditissuance:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx FargoWellx Xxxgo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent Lender (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers Borrower (each, an "“L/C"”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "“L/C Undertaking"”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Restatement Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of BorrowersBorrower. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, specifying the date of issuance, amendment, renewal, or extensionextension (which shall be a Business Day), the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of Administrative Borrower made in accordance herewith, Issuing Lender agrees to issue letters of credit for the account of Borrowers (eachissue, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by cause an Underlying Issuer (including, as Issuing Lender’s agent) to issue, a requested Letter of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) Credit for the account of Borrowers. To If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will enter into arrangements relative to the reimbursement of such Underlying Issuer (which may include, among other means, by becoming an applicant with respect to such Letter of Credit or entering into undertakings or other arrangements that provide for reimbursement of such Underlying Issuer with respect to such drawings under Letter of Credit; each such obligation or undertaking, irrespective of whether in writing, a “Reimbursement Undertaking”) with respect to Letters of Credit issued by such Underlying Issuer for the account of Borrowers. By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that (i) Issuing Lender issue or (ii) an L/C or Underlying Issuer issue the requested Letter of Credit (and, in such case, to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit). Each Borrower acknowledges and agrees that such Borrower is and shall be deemed to be an L/C Undertaking applicant (within the meaning of Section 5-102(a)(2) of the Code) with respect to each Underlying Letter of Credit. Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to Issuing Lender and (i) a notice requesting shall specify (A) the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (B) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (C) the proposed expiration date of such Letter of Credit, (D) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and (E) such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing LenderLetter of Credit, Borrowers also and (ii) shall be an applicant under accompanied by such Issuer Documents as Agent, Issuing Lender or Underlying Issuer may request or require, to the application extent that such requests or requirements are consistent with respect to any the Issuer Documents that Issuing Lender or Underlying Letter Issuer generally requests for Letters of Credit that is in similar circumstances. Anything contained herein to be the subject of an L/C Undertaking. The contrary notwithstanding, Issuing Lender may, but shall have no obligation to not be obligated to, issue or cause the issuance of a Letter of Credit if any or to issue a Reimbursement Undertaking in respect of the following would result after giving effect to the requested an Underlying Letter of Credit:, in either case, that supports the obligations of Parent or its Subsidiaries in respect of (A) a lease of real property to the extent that the face amount of such Letter of Credit or the amount of such Reimbursement Undertaking exceeds the highest rent (including all rent-like charges) payable under such lease for a period of one year, or (B) an employment contract to the extent that the face amount of such Letter of Credit or the amount of such Reimbursement Undertaking exceeds the highest compensation payable under such contract for a period of one year.

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of Borrower made in accordance herewith, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (eachissue, an "L/C") or to purchase participations cause an Underlying Issuer (including, as Issuing Lender’s agent) to issue, a requested Letter of Credit. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will enter into arrangements relative to the reimbursement of such Underlying Issuer (which may include, among, other means, by becoming an applicant with respect to such Letter of Credit or execute indemnities or reimbursement obligations (entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to such Letter of Credit; each such obligation or undertaking, an "L/C irrespective of whether in writing, a “Reimbursement Undertaking"”) with respect to letters Letters of credit Credit issued by such Underlying Issuer. By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrower shall be deemed to have requested that Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (as it being expressly acknowledged and agreed by Borrower that Borrower is and shall be deemed to be the applicant (within the meaning of Section 5-102(a)(2) of the Closing Date, the prospective Code) with respect to each Underlying Issuer is to be Xxxxx Fargo) Letter of Credit). Each request for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the proposed expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and (v) such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by Anything contained herein to the contrary notwithstanding, the Issuing LenderLender may, Borrowers also but shall not be obligated to, issue or cause the issuance of a Letter of Credit or to issue a Reimbursement Undertaking in respect of an applicant under the application with respect to any Underlying Letter of Credit Credit, in either case, that supports the obligations of Borrower or its Restricted Subsidiaries (1) in respect of (A) a lease of real property, or (B) an employment contract, or (2) at any time that one or more of the Lenders is to be the subject of an L/C Undertakinga Defaulting Lender. The Issuing Lender shall have no obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, if any either of the following would result after giving effect to the requested Letter of Creditissuance:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of Administrative Borrower made in accordance herewith, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (eachissue, an "L/C") or to purchase participations cause an Underlying Issuer (including, as Issuing Lender’s agent) to issue, a requested Letter of Credit. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will enter into arrangements relative to the reimbursement of such Underlying Issuer (which may include, among, other means, by becoming an applicant with respect to such Letter of Credit or execute indemnities or reimbursement obligations (entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to such Letter of Credit; each such obligation or undertaking, an "L/C irrespective of whether in writing, a “Reimbursement Undertaking"”) with respect to letters Letters of credit Credit issued by such Underlying Issuer. By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (as it being expressly acknowledged and agreed by each Borrower that Borrowers are and shall be deemed to be applicants (within the meaning of Section 5-102(a)(2) of the Closing Date, the prospective Code) with respect to each Underlying Issuer is to be Xxxxx Fargo) Letter of Credit). Each request for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender and shall specify (i) the amount of such Letter of Credit and whether such Letter of Credit shall be a notice requesting US Letter of Credit or a Canadian Letter of Credit, (ii) in the issuance case of an L/C a Canadian Letter of Credit, whether such Canadian Letter of Credit shall be denominated in US Dollars or L/C UndertakingCanadian Dollars, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (iii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iv) the proposed expiration date of such Letter of Credit, (v) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and (vi) such other information (including, the conditions of drawing, and in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by the Issuing Lender, Borrowers also shall be an applicant under the application with respect to any Underlying Each US Letter of Credit that is shall be denominated in US Dollars. Anything contained herein to be the subject of an L/C Undertaking. The contrary notwithstanding, the Issuing Lender may, but shall have no obligation to not be obligated to, issue or cause the issuance of a Letter of Credit if any or to issue a Reimbursement Undertaking in respect of the following would result after giving effect to the requested an Underlying Letter of Credit:, in either case, that supports the obligations of a Loan Party (a) in respect of a lease of Real Property or an employment contract, (i) in the case of a Letter of Credit in connection with such a lease, with a face amount in excess of the amount equal to (x) the amount of rent under such lease, without acceleration, for the greater of one year or fifteen (15%) percent, not to exceed three (3) years, of the remaining term of such lease minus (y) the amount of any cash or other collateral to secure the obligations of a Loan Party in respect of such lease and (ii) in the case of a Letter of Credit in connection with an employment contract, with a face amount in excess of the compensation provided by such contract, without acceleration, for a one year period, or (b) at any time that one or more of the Lenders is a Defaulting Lender.

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit (each, an “L/C”) for the account of Borrowers (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "“L/C Undertaking"”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Restatement Effective Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Wells Fargo) for the account of Borrowers. To request the issuance of an ox xx L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of Administrative Borrower made in accordance herewith, the Issuing Lender agrees to issue letters issue, or to cause an Underlying Issuer (including, as Issuing Lender’s agent) to issue, a requested Letter of credit Credit for the account of Borrowers a Borrower. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will enter into arrangements relative to the reimbursement of such Underlying Issuer (eachwhich may include, among other means, by becoming an "L/C") applicant with respect to such Letter of Credit or entering into undertakings or other arrangements that provide for reimbursement of such Underlying Issuer with respect to purchase participations or execute indemnities or reimbursement obligations (drawings under such Letter of Credit; each such obligation or undertaking, an "L/C irrespective of whether in writing, a “Reimbursement Undertaking"”) with respect to letters Letters of credit Credit issued by such Underlying Issuer. By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that (i) Issuing Lender issue or (ii) an Underlying Issuer issue the requested Letter of Credit (as and, in such case, to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit). Borrowers acknowledge and agree that Borrowers are and shall be deemed to be applicants (within the meaning of Section 5-102(a)(2) of the Closing Date, the prospective Code) with respect to each Underlying Issuer is to be Xxxxx Fargo) Letter of Credit. Each request for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender and shall (x) a notice requesting specify (A) the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (B) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (C) the proposed expiration date of such Letter of Credit, (D) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and (E) such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C Letter of Credit, and (y) shall be accompanied by such Issuer Documents as Agent, Issuing Lender or L/C UndertakingUnderlying Issuer may request or require, to the extent that such requests or requirements are consistent with the Issuer Documents that Issuing Lender or Underlying Issuer generally requests for Letters of Credit in similar circumstances. If requested by Anything contained herein to the contrary notwithstanding, the Issuing LenderLender may, Borrowers also but shall not be an applicant under obligated to, issue or cause the application with respect to any Underlying Letter issuance of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any or to issue a Reimbursement Undertaking in respect of the following would result after giving effect to the requested an Underlying Letter of Credit:, in either case, that supports the obligations of Parent or its Subsidiaries (1) in respect of (A) a lease of real property, or (B) an employment contract, or (2) at any time that one or more of the Lenders is a Defaulting Lender.

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers Borrower (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of BorrowersBorrower. To Each request for the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C Authorized Person and delivered to Lender via hand delivery, telefacsimile, or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by other electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance satisfactory to Lender in its Permitted Discretion and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by the Issuing Lender, Borrowers Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers Borrower (each, an "“L/C"”) or to purchase participations or execute indemnities indemnities, guarantees, or reimbursement obligations (each such undertaking, an "“L/C Undertaking"”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of BorrowersBorrower. To Each request for the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C Letter of Credit. Anything contained herein to the contrary notwithstanding, the Issuing Lender may, but shall not be obligated to issue a Letter of Credit that supports the obligations of a Loan Party or L/C Undertakingits Subsidiaries in respect of a lease of real property. If requested by the Issuing Lender, Borrowers Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of each of the Borrowers (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is such issuing bank to be Xxxxx Wells Fargo) for the account of each of the Borrowers. To request the issuance txx xxsuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers the applicable Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of U.S. Borrowers (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of U.S. Borrowers. To Each request for the issuance of an L/C or an L/C Undertaking (a Letter of Credit or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance satisfactory to the Issuing Lender in its Permitted Discretion and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by the Issuing Lender, any one of the U.S. Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers Borrower (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of BorrowersBorrower. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) a. Subject to the terms and conditions of this Agreement, upon the request of Borrower Agent made in accordance herewith, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (eachissue, an "L/C") or to purchase participations cause an Underlying Issuer (including, as Issuing Lender's agent) to issue, a requested Letter of Credit. Issuing Lender shall not, and shall be under no obligation to, issue or execute indemnities cause to be issued any Letter of Credit if any of the conditions set forth in Section 3.2 herein will not be satisfied immediately prior to, or immediately after giving effect to, the issuance of such Letter of Credit. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will enter into arrangements relative to the reimbursement obligations of such Underlying Issuer (which may include, among, other means, by becoming an applicant with respect to such Letter of Credit or entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to such Letter of Credit; each such obligation or undertaking, an "L/C irrespective of whether in writing, a “Reimbursement Undertaking"”) with respect to letters Letters of credit Credit issued by such Underlying Issuer. By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (as it being expressly acknowledged and agreed by each Borrower that Borrowers are and shall be deemed to be applicants (within the meaning of Section 5-102(a)(2) of the Closing Date, the prospective Code) with respect to each Underlying Issuer is to be Xxxxx Fargo) Letter of Credit). Each request for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by Anything contained herein to the contrary notwithstanding, the Issuing LenderLender may, Borrowers also but shall not be an applicant under obligated to, issue or cause the application with respect to any Underlying Letter issuance of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any or to issue a Reimbursement Undertaking in respect of the following would result after giving effect to the requested an Underlying Letter of Credit:, in either case, that supports the obligations of a Loan Party (A) in respect of a lease of Real Property or an employment contract, (1) in the case of a Letter of Credit in connection with such a lease, with a face amount in excess of the amount equal to (x) the amount of rent under such lease, without acceleration, for the greater of one year or fifteen (15%) percent, not to exceed three (3) years, of the remaining term of such lease minus (y) the amount of any cash or other collateral to secure the obligations of a Loan Party in respect of such lease and (2) in the case of a Letter of Credit in connection with an employment contract, with a face amount in excess of the compensation provided by such contract, without acceleration, for a one year period, or (B) at any time that one or more of the Lenders is a Defaulting Lender.

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C UndertakingUNDERTAKING") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic -44- communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. Prior to or concurrent with the date of each issuance of a Letter of Credit by the Issuing Lender, Borrowers shall make a loan to the Issuing Lender in a Dollar amount equal to 105% of the requested Letter of Credit. Upon receipt of the proceeds of such loan the Issuing Lender shall not be obligated to segregate the proceeds thereof or pay Borrowers any interest thereon. Upon the drawing under any Letter of Credit issued by the Issuing Lender, it shall be entitled to offset or recoup the amount of such drawing from such loan amount and, thereafter, shall owe Borrowers only the net amount remaining. The Issuing Lender shall only be obligated to repay the net amount of any such loan owing at such time as all of the Letters of Credit have expired or have been drawn and the Issuing Lender has been reimbursed the amount of such drawings. If requested by the Issuing Lender, Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C UndertakingUNDERTAKING") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of Borrowers. To Each request for the issuance of an L/C or an L/C Undertaking (a Letter of Credit or the amendment, renewal, or extension of any outstanding Letter of Credit shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance satisfactory to the Issuing Lender in its Permitted Discretion and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by the Issuing Lender, Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an "“L/C"”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "“L/C Undertaking"”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent Lender (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers Borrower (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Wells Fargo) for the account of BorrowersBorrower. To request the issuance issuaxxx of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, specifying the date of issuance, amendment, renewal, or extensionextension (which shall be a Business Day), the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers Borrower (each, an "“L/C"”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "“L/C Undertaking"”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Wxxxx Fargo) for the account of BorrowersBorrower. To Each request for the issuance of an L/C or an L/C Undertaking (a Letter of Credit or the amendment, renewal, or extension of any outstanding Letter of Credit shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Administrative Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance satisfactory to the Issuing Lender in its Permitted Discretion and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by the Issuing Lender, Borrowers Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an "“L/C"”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "“L/C Undertaking"”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit, and the Administrative Borrower shall have provided a certificate, with sufficiently detailed calculations, certifying as to the absence of any of the following, after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers Borrower (each, an "“L/C"”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "“L/C Undertaking"”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of BorrowersBorrower. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Administrative Agent and Issuing Lender and Agent or the Underlying Issuer, as appropriate, (reasonably in advance of the requested date of issuance, amendment, renewal, or extensionextension but in no event less than five (5) Business Days in advance) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expireexpire (which date shall be no later than 60 days prior to the date on which this Agreement is scheduled to terminate under Section 3.3 (without regard to any potential renewal term)), the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by Issuing Lender or the Issuing LenderUnderlying Issuer, Borrowers Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender and the Underlying Issuer shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an "L/C") or to purchase participations or execute indemnities or ---- reimbursement obligations (each such undertaking, an "L/C Undertaking") with --------------- respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers Borrower (each, an "L/C") or to purchase participations or execute indemnities or --- reimbursement obligations (each such undertaking, an "L/C Undertaking") with --------------- respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of BorrowersBorrower. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers Subsidiary Borrower (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx FargoWellx Xxxgo) for the account of BorrowersSubsidiary Borrower. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Subsidiary Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent Lender (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers Subsidiary Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of Borrower made in accordance herewith, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (eachissue, an "L/C") or to purchase participations cause an Underlying Issuer, as Issuing Lender's agent, to issue, a requested Letter of Credit. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will obligate itself to reimburse such Underlying Issuer (which may include, among, other means, by becoming an applicant with respect to such Letter of Credit or execute indemnities or reimbursement obligations (entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to such Letter of Credit; each such obligation or undertaking, an irrespective of whether in writing, a "L/C Reimbursement Undertaking") with respect to letters Letters of credit Credit issued by such Underlying Issuer. By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrower shall be deemed to have requested that Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (as it being expressly acknowledged and agreed by Borrower that Borrower is and shall be deemed to be an applicant (within the meaning of Section 5-102(a)(2) of the Closing Date, the prospective Code) with respect to each Underlying Issuer is to be Xxxxx Fargo) Letter of Credit). Each request for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying (ii) the L/C or L/C Undertaking to be amendedcurrency payable under such Letter of Credit, renewed, or extended, (iii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iv) the expiration date of such Letter of Credit, (v) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable)(vi) the Loan Party for whose account the Letter of Credit is to be issued, and (vii) such other information (including, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by Anything contained herein to the contrary notwithstanding, the Issuing LenderLender may, Borrowers also but shall not be obligated to, issue or cause the issuance of a Letter of Credit or to issue a Reimbursement Undertaking in respect of an applicant under the application with respect to any Underlying Letter of Credit, in either case, that supports the obligations of Parent or its Subsidiaries at any time that one or more of the Lenders is a Defaulting Lender. Borrower agrees that this Agreement (along with the terms of the applicable application) will govern each Letter of Credit that is to be the subject of an L/C Undertakingand its issuance. The Issuing Lender shall have no obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, if any of the following would result after giving effect to the requested Letter of Creditissuance:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective such Underlying Issuer is to be Xxxxx Wells Fargo) for the account of Borrowers. To request the issuance of an ox xx L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers the applicable Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of Borrower made in accordance herewith, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (eachissue, an "L/C") or to purchase participations cause an Underlying Issuer, as Issuing Lender's agent, to issue, a requested Letter of Credit. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will obligate itself to reimburse such Underlying Issuer (which may include, among, other means, by becoming an applicant with respect to such Letter of Credit or execute indemnities or reimbursement obligations (entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to such Letter of Credit; each such obligation or undertaking, an irrespective of whether in writing, a "L/C Reimbursement Undertaking") with respect to letters Letters of credit Credit issued by such Underlying Issuer. By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrower shall be deemed to have requested that Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (as it being expressly acknowledged and agreed by Borrower that Borrower is and shall be deemed to be an applicant (within the meaning of Section 5-102(a)(2) of the Closing Date, the prospective Code) with respect to each Underlying Issuer is to be Xxxxx Fargo) Letter of Credit). Each request for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable)(v) the Loan Party for whose account the Letter of Credit is to be issued, and (vi) such other information (including, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by Borrower agrees that this Agreement (along with the Issuing Lender, Borrowers also shall be an applicant under terms of the application with respect to any Underlying applicable application) will govern each Letter of Credit that is to be the subject of an L/C Undertakingand its issuance. The Issuing Lender shall have no obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, if any of the following would result after giving effect to the requested Letter of Creditissuance:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of Administrative Borrower made in accordance herewith, the Issuing Lender agrees to issue letters issue, or to cause an Underlying Issuer (including, as Issuing Lender's agent) to issue, a requested Letter of credit Credit for the account of Borrowers any Borrower. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will enter into arrangements relative to the reimbursement of such Underlying Issuer (eachwhich may include, among, other means, by becoming an "L/C") applicant with respect to such Letter of Credit or entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to purchase participations or execute indemnities or reimbursement obligations (such Letter of Credit; each such obligation or undertaking, an irrespective of whether in writing, a "L/C Reimbursement Undertaking") with respect to letters Letters of credit Credit issued by such Underlying Issuer. By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (as it being expressly acknowledged and agreed by each Borrower that Borrowers are and shall be deemed to be applicants (within the meaning of Section 5-102(a)(2) of the Closing Date, the prospective Code) with respect to each Underlying Issuer is to be Xxxxx Fargo) Letter of Credit). Each request for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by Anything contained herein to the contrary notwithstanding, the Issuing LenderLender may, Borrowers also but shall not be obligated to, issue or cause the issuance of a Letter of Credit or to issue a Reimbursement Undertaking in respect of an applicant under the application with respect to any Underlying Letter of Credit Credit, in either case, that supports the obligations of Remy Companies (1) in respect of (A) a lease of real property, or (B) an employment contract, or (2) at any time that one or more of the Lenders is to be the subject of an L/C Undertakinga Defaulting Lender. The Issuing Lender shall have no obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, if any of the following would result after giving effect to the requested Letter of Creditissuance:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of Borrower made in accordance herewith, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (eachissue, an "L/C") or to purchase participations cause an Underlying Issuer, as Issuing Lender’s agent, to issue, a requested Letter of Credit. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will obligate itself to reimburse such Underlying Issuer (which may include, among, other means, by becoming an applicant with respect to such Letter of Credit or execute indemnities or reimbursement obligations (entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to such Letter of Credit; each such obligation or undertaking, an "L/C irrespective of whether in writing, a “Reimbursement Undertaking"”) with respect to letters Letters of credit Credit issued by such Underlying Issuer. By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrower shall be deemed to have requested that Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (as it being expressly acknowledged and agreed by Borrower that Borrower is and shall be deemed to be an applicant (within the meaning of Section 5-102(a)(2) of the Closing Date, the prospective Code) with respect to each Underlying Issuer is to be Xxxxx Fargo) Letter of Credit). Each request for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:of

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an "L/C") or to purchase participations or execute indemnities indemnities, guarantees, or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of Borrowers. To Each request for the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender in its Permitted Discretion and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C Letter of Credit. Anything contained herein to the contrary notwithstanding, the Issuing Lender may, but shall not be obligated to, issue a Letter of Credit that supports the obligations of a Loan Party or L/C Undertakingits Subsidiaries in respect of (1) a lease of real property, or (2) an employment contract. If requested by the Issuing Lender, Borrowers also shall be an applicant applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of Borrower made in accordance herewith, the Issuing Lender agrees to issue, or cause an Underlying Issuer (including as Issuing Lender’s agent) to issue, a requested Letter of Credit. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue letters a requested Letter of credit Credit, then Issuing Lender agrees that it will enter into arrangements relative to the reimbursement of such Underlying Issuer (which may include, among, other means, by becoming an applicant with respect to such Letter of Credit or entering into undertakings which provide for the account reimbursements of Borrowers (each, an "L/C") or such Underlying Issuer with respect to purchase participations or execute indemnities or reimbursement obligations (such Letter of Credit; each such obligation or undertaking, an "L/C irrespective of whether in writing, a “Reimbursement Undertaking"”) with respect to letters Letters of credit Credit issued by such Underlying Issuer. By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrower shall be deemed to have requested that Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (as it being expressly acknowledged and agreed by Borrower that Borrower is and shall be deemed to be an applicant (within the meaning of Section 5-102(a)(2) of the Closing Date, the prospective Code) with respect to each Underlying Issuer is to be Xxxxx Fargo) Letter of Credit). Each request for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), (v) whether such Letter of Credit is to be denominated in Dollars or in an Approved Currency and (vi) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by Anything contained herein to the contrary notwithstanding, the Issuing LenderLender may, Borrowers also but shall not be obligated to issue or cause the issuance of a Letter of Credit or to issue a Reimbursement Undertaking in respect of an applicant under the application with respect to any Underlying Letter of Credit credit, in either case, that supports the obligations of Borrower or its Subsidiaries (1) in respect of (A) a lease of real property, or (B) an employment contract or (2) at any time that one or more of the Lenders is to be the subject of an L/C Undertakinga Defaulting Lender. The Issuing Lender shall have no obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, if any of the following would result after giving effect to the requested Letter of Creditissuance:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers Borrower (each, an "“L/C"”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "“L/C Undertaking"”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is such issuing bank to be Xxxxx Wxxxx Fargo) for the account of BorrowersBorrower. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent Lender (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an "“L/C"”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "“L/C Undertaking"”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of BorrowersBorrower. To Each request for the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance satisfactory to the Issuing Lender in its Permitted Discretion and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by the Issuing Lender, Borrowers Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a1) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower the Company shall hand deliver by courier or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers the applicable Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:.

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers Borrower (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Domestic Revolver Closing Date, the prospective Underlying Issuer is such issuing bank to be Xxxxx Wells Fargo) for the account of BorrowersBorrower. To request the issuance of an Lxx X/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent Lender (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an "“L/C"”) or to purchase participations or execute indemnities indemnities, guarantees, or reimbursement obligations (each such undertaking, an "“L/C Undertaking"”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Agreement Effective Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of Borrowers. To Each request for the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender in its Permitted Discretion and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C Letter of Credit. Anything contained herein to the contrary notwithstanding, the Issuing Lender may, but shall not be obligated to, issue a Letter of Credit that supports the obligations of a Loan Party or L/C Undertakingits Subsidiaries in respect of (1) a lease of real property, or (2) an employment contract. If requested by the Issuing Lender, Borrowers also shall be an applicant applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of Borrowers (or Administrative Borrower on behalf thereof) made in accordance herewith, each Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an "L/C") or to purchase participations cause an Underlying Issuer, as such Issuing Lender’s agent, to issue a requested Letter of Credit. If an Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then such Issuing Lender agrees that it will obligate itself to reimburse such Underlying Issuer (which may include, among other means, by becoming an applicant with respect to such Letter of Credit or execute indemnities or reimbursement obligations (entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to such Letter of Credit, including Acceptances related thereto; each such obligation or undertaking, an "L/C irrespective of whether in writing, a “Reimbursement Undertaking"”) with respect to letters Letters of credit Credit or Acceptances, as applicable, issued or accepted by such Underlying Issuer. By submitting a request to an Issuing Lender for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that an Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested the applicable Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit or Acceptance, as applicable, if it is to be issued by an Underlying Issuer (as it being expressly acknowledged and agreed by the Borrowers that Borrowers are and shall be deemed to be applicants (within the meaning of Section 5-102(a)(2) of the Closing Date, the prospective Code) with respect to each Underlying Issuer is to be Xxxxx Fargo) Letter of Credit). Each request for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by Authorized Person and delivered to Agent and the Issuing Lender) to the applicable Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the applicable Issuing Lender and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C Letter of Credit. Anything contained herein to the contrary notwithstanding, an Issuing Lender may (with the consent of Agent), but shall not be obligated to, issue or L/C Undertaking. If requested by cause the Issuing Lender, Borrowers also shall be issuance of a Letter of Credit or to issue a Reimbursement Undertaking in respect of an applicant under the application with respect to any Underlying Letter of Credit, in either case, that supports the obligations of Parent or its Subsidiaries in respect of (1) a lease of real property, or (2) an employment contract. Borrowers agree that this Agreement (along with the terms of the applicable application) will govern each Letter of Credit that is to be the subject of an L/C Undertakingand its issuance and each Acceptance and its acceptance. The No Issuing Lender shall have no any obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, if any of the following would result after giving effect to the requested Letter of Creditissuance:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers Administrative Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of Borrowers made in accordance herewith, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (eachissue, an "L/C") or to purchase participations cause an Underlying Issuer (including, as the Issuing Lender’s agent) to issue, a requested Letter of Credit. If the Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then the Issuing Lender agrees that it will enter into arrangements relative to the reimbursement of such Underlying Issuer (which may include, among, other means, by becoming an applicant with respect to such Letter of Credit or execute indemnities or reimbursement obligations (entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to such Letter of Credit; each such obligation or undertaking, an "L/C irrespective of whether in writing, a “Reimbursement Undertaking"”) with respect to letters Letters of credit Credit issued by such Underlying Issuer. By submitting a request to the Issuing Lender for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that the Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested the Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (as it being expressly acknowledged and agreed by each Borrower that Borrowers are and shall be deemed to be applicants (within the meaning of Section 5-102(a)(2) of the Closing Date, the prospective Code) with respect to each Underlying Issuer is to be Xxxxx Fargo) Letter of Credit). Each request for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the proposed expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and (v) such other information (including, the conditions of drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by Anything contained herein to the contrary notwithstanding, the Issuing LenderLender may, Borrowers also but shall not be obligated to, issue or cause the issuance of a Letter of Credit or to issue a Reimbursement Undertaking in respect of an applicant under the application with respect to any Underlying Letter of Credit Credit, in either case, that supports the obligations of a Loan Party or its Subsidiaries (1) in respect of (A) a lease of real property, or (B) an employment contract, or (2) at any time that one or more of the Lenders is to be the subject of an L/C Undertakinga Defaulting Lender. The Issuing Lender shall have no obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, if any of the following would result after giving effect to the requested Letter of Creditissuance:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of Borrower made in accordance herewith, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (eachissue, an "L/C") or to purchase participations cause an Underlying Issuer (including, as Issuing Lender's agent) to issue, a requested Letter of Credit. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will enter into arrangements relative to the reimbursement of such Underlying Issuer (which may include, among, other means, by becoming an applicant with respect to such Letter of Credit or execute indemnities or reimbursement obligations (entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to such Letter of Credit; each such obligation or undertaking, an "L/C irrespective of whether in writing, a “Reimbursement Undertaking"”) with respect to letters Letters of credit Credit issued by such Underlying Issuer. By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrower shall be deemed to have requested that Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (as it being expressly acknowledged and agreed by Borrower that Borrower is and shall be deemed to be an applicant (within the meaning of Section 5-102(a)(2) of the Closing Date, the prospective Code) with respect to each Underlying Issuer is to be Xxxxx Fargo) Letter of Credit). Each request for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the proposed expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and (v) such other information (including, the conditions of drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by Anything contained herein to the contrary notwithstanding, the Issuing LenderLender may, Borrowers also but shall not be obligated to, issue or cause the issuance of a Letter of Credit or to issue a Reimbursement Undertaking in respect of an applicant under the application with respect to any Underlying Letter of Credit Credit, in either case, that supports the obligations of Borrower or its Subsidiaries (1) in respect of (A) a lease of real property, or (B) an employment contract, or (2) at any time that one or more of the Lenders is to be the subject of an L/C Undertakinga Defaulting Lender. The Issuing Lender shall have no obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, if any of the following would result after giving effect to the requested Letter of Creditissuance:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers Borrower (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of BorrowersBorrower. To Each request for the issuance of an L/C or an L/C Undertaking (a Letter of Credit or the amendment, renewal, or extension of any outstanding Letter of Credit shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Administrative Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance satisfactory to the Issuing Lender in its Permitted Discretion and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by the Issuing Lender, Borrowers Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of each of the Borrowers (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Wells Fargo) for the account of each of the Borrowers. To request the requesx xxx issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers the applicable Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:: (i) the Letter of Credit Usage would exceed the Aggregate Borrowing Base less the amount of outstanding Advances,

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers the Borrower (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Wells Fargo) for the account of Borrowersthx Xxxrower. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers the Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers any of the Loan Parties (each, an "“L/C"”) or to purchase participations or execute indemnities indemnities, guarantees, or reimbursement obligations (each such undertaking, an "“L/C Undertaking"”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of Borrowersany of the Loan Parties. To Each request for the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender in its Permitted Discretion and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by the Issuing Lender, Borrowers Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers Borrower (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx FargoWelxx Xxrgo) for the account of BorrowersBorrower. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent Lender (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of Borrowers made in accordance herewith, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (eachissue, an "L/C") or to purchase participations cause an Underlying Issuer, as Issuing Lender’s agent, to issue, a requested Letter of Credit. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will obligate itself to reimburse such Underlying Issuer (which may include, among, other means, by becoming an applicant with respect to such Letter of Credit or execute indemnities or reimbursement obligations (entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to such Letter of Credit; each such obligation or undertaking, an "L/C irrespective of whether in writing, a “Reimbursement Undertaking"”) with respect to letters Letters of credit Credit issued by such Underlying Issuer. By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (as it being expressly acknowledged and agreed by Borrowers that Borrowers are and shall each be deemed to be an applicant (within the meaning of Section 5-102(a)(2) of the Closing Date, the prospective Code) with respect to each Underlying Issuer is to be Xxxxx Fargo) Letter of Credit). Each request for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by Anything contained herein to the contrary notwithstanding, the Issuing LenderLender may, Borrowers also but shall not be obligated to, issue or cause the issuance of a Letter of Credit or to issue a Reimbursement Undertaking in respect of an applicant under the application with respect to any Underlying Letter of Credit, in either case, that supports the obligations of Parent or its Subsidiaries(E) in respect of (1) a lease of real property, or (2) an employment contract. Borrowers agree that this Agreement (along with the terms of letter of credit application in Issuing Bank’s standard form, as may be required by such Issuing Bank) will govern each Letter of Credit that is to be the subject of an L/C Undertakingand its issuance. The Issuing Lender shall have no obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, if any of the following would result after giving effect to the requested Letter of Creditissuance:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of Administrative Loan Party, on behalf of Borrowers, made in accordance herewith, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (eachissue, an "L/C") or to purchase participations cause an Underlying Issuer, as Issuing Lender’s agent, to issue, a requested Letter of Credit. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will reimburse such Underlying Issuer (which may include, among, other means, by becoming an applicant with respect to such Letter of Credit or execute indemnities or reimbursement obligations (entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to such Letter of Credit; each such obligation or undertaking, an "L/C irrespective of whether in writing, a “Reimbursement Undertaking"”) with respect to letters Letters of credit Credit issued by such Underlying Issuer. By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (as it being expressly acknowledged and agreed by Borrowers that the applicable Borrower is and shall be deemed to be an applicant (within the meaning of Section 5-102(a)(2) of the Closing Date, the prospective Code) with respect to each Underlying Issuer is to be Xxxxx Fargo) Letter of Credit). Each request for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by Anything contained herein to the contrary notwithstanding, the Issuing LenderLender may, Borrowers also but shall not be obligated to, issue or cause the issuance of a Letter of Credit or to issue a Reimbursement Undertaking in respect of an applicant under Underlying Letter of Credit, in either case, that supports the application obligations of Loan Parties (A) in respect of (1) a lease of real property (other than with respect to any Underlying Letter of Credit issued on the date hereof), or (2) an employment contract, or (B) at any time that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any one or more of the following would result after giving effect to the requested Letter of Credit:Lenders is a Defaulting Lender.

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of Borrowers made in accordance herewith, Issuing Lender agrees to issue letters issue, or to cause an Underlying Issuer (including, as Issuing Lender’s agent) to issue, a requested Letter of credit Credit for the account of Borrowers Borrowers. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will enter into arrangements relative to the reimbursement of such Underlying Issuer (eachwhich may include, among, other means, by becoming an "L/C") applicant with respect to such Letter of Credit or entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to purchase participations or execute indemnities or reimbursement obligations (such Letter of Credit; each such obligation or undertaking, an "L/C irrespective of whether in writing, a “Reimbursement Undertaking"”) with respect to letters Letters of credit Credit issued by such Underlying Issuer for the account of Borrowers. By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (as it being expressly acknowledged and agreed by each Borrower that Borrowers are and shall be deemed to be an applicant (within the meaning of Section 5-102(a)(2) of the Closing Date, the prospective Code) with respect to each Underlying Issuer is to be Xxxxx Fargo) Letter of Credit). Each request for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to Issuing Lender and (i) a notice requesting shall specify (A) the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (B) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (C) the proposed expiration date of such Letter of Credit, (D) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and (E) such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing LenderLetter of Credit, Borrowers also and (ii) shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The accompanied by such Issuer Documents as Agent, Issuing Lender or Underlying Issuer may request or require. Anything contained herein to the contrary notwithstanding, Issuing Lender may, but shall have no obligation to not be obligated to, issue or cause the issuance of a Letter of Credit if any or to issue a Reimbursement Undertaking in respect of the following would result after giving effect to the requested an Underlying Letter of Credit:, in either case, that supports the obligations of Parent or its Subsidiaries (1) in respect of (A) a lease of real property, or (B) an employment contract, or (2) at any time that one or more of the Lenders is a Defaulting Lender.

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees may, in its discretion, agree to issue letters of credit for the account of Borrowers (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of Borrowers. The Issuing Lender's agreement to provide any particular Letter of Credit shall in no way obligate or commit the Issuing Lender to provide any other Letter of Credit. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an "“L/C"”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking"”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is such issuing bank to be Xxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower Borrowers shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender L/C Issuer agrees to issue letters of credit for the account of Borrowers (each, an "“L/C"”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "“L/C Undertaking"”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Wxxxx Fargo) for the account of Borrowers. To Each request for the issuance of an L/C or an L/C Undertaking (a Letter of Credit or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding Authorized Person and delivered to the L/C Issuer and Administrative Agent via hand delivery, telefacsimile, or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by other electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying . Each such request shall be in form and substance satisfactory to the L/C or L/C Undertaking to be amendedIssuer in its discretion and shall specify (i) the amount of such Letter of Credit, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by the Issuing LenderL/C Issuer, Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender L/C Issuer shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of Borrowers. To Each request for the issuance of an L/C or an L/C Undertaking (a Letter of Credit or the amendment, renewal, or extension of any outstanding Letter of Credit shall be made in writing by an outstanding L/C Authorized Person and delivered to Lender via hand delivery, facsimile, or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by other electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance satisfactory to Lender in its Permitted Discretion and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by the Issuing Lender, Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of the Administrative Borrower made in accordance herewith, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (eachissue, an "L/C") or to purchase participations cause an Underlying Issuer (including as Issuing Lender’s agent) to issue, a requested Letter of Credit. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will enter into arrangements relative to the reimbursement of such Underlying Issuer (which may include, among other means, by becoming an applicant with respect to such Letter of Credit or execute indemnities or reimbursement obligations (entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to such Letter of Credit; each such obligation or undertaking, an "L/C irrespective of whether in writing, a “Reimbursement Undertaking"”) with respect to letters Letters of credit Credit issued by such Underlying Issuer. By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (as it being expressly acknowledged and agreed by each Borrower that Borrowers are and shall be deemed to be applicants (within the meaning of Section 5-102(a)(2) of the Closing Date, the prospective Code) with respect to each Underlying Issuer is to be Xxxxx Fargo) Letter of Credit). Each request for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the proposed expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and (v) such other information (including the conditions of drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by Anything contained herein to the contrary notwithstanding, the Issuing LenderLender may, Borrowers also but shall not be obligated to, issue or cause the issuance of a Letter of Credit or to issue a Reimbursement Undertaking in respect of an applicant under the application with respect to any Underlying Letter of Credit Credit, in either case, that supports the obligations of Parent or its Subsidiaries at any time that one or more of the Lenders is to be the subject of an L/C Undertakinga Defaulting Lender. The Issuing Lender shall have no obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, if any of the following would result after giving effect to the requested Letter of Creditissuance:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers Borrower (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of BorrowersBorrower. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, specifying the date of issuance, amendment, renewal, or extensionextension (which shall be a Business Day), the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers Borrower (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Wells Fargo) for the account of BorrowersBorrower. To request the issuance of an ox xx L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Wells Fargo) for the account of Borrowers. To request the issuance of an xx xn L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower Parent shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers Borrower (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C UndertakingUNDERTAKING") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of BorrowersBorrower. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent Lender (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers Borrower (each, an "“L/C"”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "“L/C Undertaking"”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of BorrowersBorrower. To Each request for the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C Authorized Person and delivered to Lender via hand delivery, telefacsimile, or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy other electronic method of transmission two (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender2) to the Issuing Lender and Agent (reasonably Business Days in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance satisfactory to Lender in its Permitted Discretion and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by the Issuing Lender, Borrowers Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers Borrower (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Wells Fargo) for the account of BorrowersBorrower. To request the issuance of an xx xx L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrowers Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of any BorrowerBorrowers made in accordance herewith, and prior to the Maturity Date, Issuing Lender agrees to issue letters a requested standby Letter of credit Credit or a sight commercial Letter of Credit for the account of the applicable Borrower. Borrowers acknowledge and agree that the applicable Borrower is and shall be deemed to be an applicant (each, an "L/C"within the meaning of Section 5-102(a)(2) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking"of the Code) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is eachBorrowers. By submitting a request to be Xxxxx Fargo) Issuing Lender for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (a Letter of Credit, Borrowers shall be deemed to have requested that Issuing Lender issue the requested Letter of Credit. Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be (i) irrevocable and made in writing by an outstanding L/C Authorized Person and, (ii) delivered to Agent and Issuing Lender via hand delivery, telefacsimile, or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by other electronic communication, if arrangements for doing so have been approved by the Issuing Lender) method of transmission reasonably acceptable to the Agent and Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension, and (iii) a notice requesting subject to Issuing Lender’s authentication procedures with results satisfactory to Issuing Lender. Each such request shall be in form and substance reasonably satisfactory to Agent and Issuing Lender and (i) shall specify (A) the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (B) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (C) the proposed expiration date of such Letter of Credit, (D) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and (E) such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C Letter of Credit, and (ii) shall be accompanied by such Issuer Documents as Agent or L/C UndertakingIssuing Lender may request or require, to the extent that such requests or requirements are consistent with the Issuer Documents that Issuing Lender generally requests for Letters of Credit in similar circumstances. If requested by the Issuing Lender’s records of the content of any such request will be conclusive absent manifest error. Anything contained herein to the contrary notwithstanding, Borrowers also Issuing Lender may, but shall not be an applicant under obligated to, issue or cause the application with respect to any Underlying issuance of a Letter of Credit that is to be supports the subject obligations of Parenta Loan Party or one of its Subsidiaries in respect of (Ax) a lease of real property, or (By) an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:employment contract.

Letters of Credit. (a) Subject to the terms and conditions of this Agreement, upon the request of Administrative Borrower made in accordance herewith, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (eachissue, an "L/C") or to purchase participations cause an Underlying Issuer (including, as Issuing Lender’s agent) to issue, a requested Letter of Credit. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will enter into arrangements relative to the reimbursement of such Underlying Issuer (which may include, among, other means, by becoming an applicant with respect to such Letter of Credit or execute indemnities or reimbursement obligations (entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to such Letter of Credit; each such obligation or undertaking, an "L/C irrespective of whether in writing, a “Reimbursement Undertaking"”) with respect to letters Letters of credit Credit issued by such Underlying Issuer. By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (as it being expressly acknowledged and agreed by each Borrower that Borrowers are and shall be deemed to be applicants (within the meaning of Section 5-102(a)(2) of the Closing Date, the prospective Code) with respect to each Underlying Issuer is to be Xxxxx Fargo) Letter of Credit). Each request for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an outstanding L/C or L/C Undertaking), Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Authorized Person and delivered to the Issuing Lender and Agent (via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the proposed expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and (v) such other information (including, the conditions of drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by Anything contained herein to the contrary notwithstanding, the Issuing LenderLender may, Borrowers also but shall not be obligated to, issue or cause the issuance of a Letter of Credit or to issue a Reimbursement Undertaking in respect of an applicant under the application with respect to any Underlying Letter of Credit Credit, in either case, that supports the obligations of Parent or its Subsidiaries (1) in respect of (A) a lease of real property, or (B) an employment contract, or (2) at any time that one or more of the Lenders is to be the subject of an L/C Undertakinga Defaulting Lender. The Issuing Lender shall have no obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, if any of the following would result after giving effect to the requested Letter of Creditissuance:

Letters of Credit. Each Borrower may request the issuance of a Letter of Credit on a sight basis for its own account or for the account of any of its subsidiaries, in a form reasonably acceptable to the Administrative Agent and the relevant Issuing Bank, at any time and from time to time, on or after the Closing Date and prior to the earlier to occur of (ai) Subject the termination of the Extended Revolving Credit Commitments and (ii) the date that is 5 Business Days prior to the Extended Revolving Credit Maturity Date. This Section shall not be construed to impose an obligation upon any Issuing Bank to issue any Letter of Credit that is inconsistent with the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters . Letters of credit for the account of Borrowers (each, an "L/C") Credit may be denominated in dollars or to purchase participations in one or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (more Alternative Currencies. On and as of the Closing Date each Existing Letter of Credit shall be deemed to constitute a Letter of Credit issued hereunder on the Closing Date, the prospective Underlying Issuer is . In order to be Xxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking a Letter of Credit (or the amendmentto amend, renewal, renew or extension extend an existing Letter of an outstanding L/C or L/C UndertakingCredit), Administrative the relevant Borrower shall hand deliver or telecopy a notice (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lendera “Letter of Credit Application”) to the relevant Issuing Lender Bank and the Administrative Agent (reasonably reasonably, and in any event, unless waived by the relevant Issuing Bank, no later than 2 Business Days in advance of the requested date of issuance, amendment, renewal, renewal or extension) a notice requesting the issuance of an L/C or L/C Undertakinga Letter of Credit, or identifying the L/C or L/C Undertaking Letter of Credit to be amended, renewed, renewed or extended, extended and specifying (i) the date of issuance, amendment, renewal, renewal or extension, (ii) the date on which such L/C or L/C Undertaking Letter of Credit is to expireexpire (which shall comply with paragraph (c) below), (iii) the amount of such L/C or L/C UndertakingLetter of Credit, (iv) the currency in which such Letter of Credit is requested to be denominated, (v) the name and address of the beneficiary thereof and (or of the Underlying Letter of Credit, as applicable), and vi) such other information as the relevant Issuing Bank may request with respect to such Letter of Credit. A Letter of Credit shall be necessary issued, amended, renewed or extended only if, and upon issuance, amendment, renewal or extension of each Letter of Credit the relevant Borrower shall be deemed to preparerepresent and warrant that, amendafter giving effect to such issuance, renewamendment, renewal or extend such extension (i) the L/C or L/C UndertakingExposure shall not exceed $70,000,000, (ii) the Aggregate Revolving Credit Exposure shall not exceed the Total Revolving Credit Commitment then in effect and (iii) the Revolving Credit Exposure attributable to the Foreign Subsidiary Borrowers shall not exceed the Foreign Subsidiary Borrower Sublimit. If requested by the Issuing Lender, Borrowers also shall be an applicant under the application with respect to Promptly after receipt of any Underlying Letter of Credit Application, the relevant Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that is the Administrative Agent has received a copy of such Letter of Credit Application from the relevant Borrower and, if not, such Issuing Bank will provide the Administrative Agent with a copy thereof. Subject to be the subject of an L/C Undertaking. The terms and conditions hereof, such Issuing Lender shall have no obligation to Bank shall, on the requested date, issue a Letter of Credit if any for the account of the following would result relevant Borrower or enter into the applicable amendment, as the case may be. Promptly after giving effect receipt of any Letter of Credit Application, the relevant Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the relevant Borrower and, if not, such Issuing Bank will provide the Administrative Agent with a copy thereof. Subject to the terms and conditions hereof, such Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the relevant Borrower or enter into the applicable amendment, as the case may be. Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the relevant Issuing Bank will also deliver to the relevant Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Each Letter of Credit shall expire at the close of business on the earlier of the date 1 year after the date of the issuance of such Letter of Credit and the date that is 5 days prior to the applicable Revolving Credit Maturity Date, unless such Letter of Credit expires by its terms on an earlier date or an L/C Backstop exists (the “Letter of Credit Expiration Date”); provided, however, that a Letter of Credit may, upon the request of the relevant Borrower, include a provision whereby such Letter of Credit (an “Auto-Renewal Letter of Credit:”) shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is 5 days prior to the applicable Revolving Credit Maturity Date unless an L/C Backstop exists) unless the relevant Issuing Bank notifies the beneficiary thereof at least 30 days (or such longer period as may be specified in such Letter of Credit) prior to the then-applicable Letter of Credit Expiration Date that such Letter of Credit will not be renewed. Once an Auto-Renewal Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the relevant Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that the relevant Issuing Bank shall not permit any such renewal if (i) the relevant Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.23(l) or otherwise) or (ii) it has received notice (which may be by telephone or in writing) 5 Business Days prior to the day that is 30 days (or such longer period as may be specified in such Letter of Credit) prior to the then-applicable Letter of Credit Expiration Date from the Administrative Agent, any Revolving Credit Lender or the relevant Borrower that one or more of the applicable conditions specified in Section 4.01 is not then satisfied. By the issuance of a Letter of Credit and without any further action on the part of an Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Revolving Credit Lender, and each such Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata Percentage of the aggregate amount available to be drawn under such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Lender’s Pro Rata Percentage of each L/C Disbursement made by such Issuing Bank and not reimbursed by the relevant Borrower (or, if applicable, another party pursuant to its obligations under any other Loan Document) forthwith on the date due as provided in Section 2.02(f). Each Revolving Credit Lender acknowledges and agrees that, subject to the express provisions of Section 2.09(d), its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Upon any change in the Revolving Credit Commitments or Pro Rata Percentages of the Revolving Credit Lenders pursuant to Section 2.21 or 9.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed L/C Disbursements relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 2.23(d) to reflect the new Pro Rata Percentages of each Revolving Credit Lender. For the avoidance of doubt, Issuing Banks shall not be obligated to make L/C Disbursements, and Non-Extending Revolving Credit Lenders shall not be obligated to participate in Letters of Credit if, as of the date of the applicable L/C Disbursement, the Letter of Credit giving rise to such L/C Disbursement has a stated expiry date on or after 5 Business Days prior to the Non-Extended Revolving Credit Maturity Date with respect to any Non-Extended Revolving Credit Commitments then in effect and the aggregate stated amount of all Letters of Credit having stated expiry dates after such Non-Extended Revolving Credit Maturity Date would exceed the aggregate amount of Non-Extended Revolving Credit Commitments which will remain in effect after such Non-Extended Revolving Credit Maturity Date. For the avoidance of doubt, Issuing Banks shall not be obligated to make L/C Disbursements, and Extending Revolving Credit Lenders shall not be obligated to participate in Letters of Credit if, as of the date of the applicable L/C Disbursement, the Letter of Credit giving rise to such L/C Disbursement has a stated expiry date after the Extended Revolving Credit Maturity Date with respect to any Extended Revolving Credit Commitments then in effect and the aggregate stated amount of all Letters of Credit having stated expiry dates after such Extended Revolving Credit Maturity Date would exceed the aggregate amount of Extended Revolving Credit Commitments which will remain in effect after such Extended Revolving Credit Maturity Date. Each Revolving Credit Lender’s risk participation in each outstanding Letter of Credit shall be automatically adjusted on each Revolving Credit Maturity Date for any Revolving Credit Commitments as, and to the extent, provided in Section 2.09(d). If an Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit, the relevant Borrower shall pay to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on the immediately following Business Day. In the case of a Letter of Credit denominated in an Alternative Currency, the relevant Borrower shall reimburse the relevant Issuing Bank in the currency in which such L/C Disbursement shall have been made.