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, 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, 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, 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, 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, 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, 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, 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, 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. (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. 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 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, 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 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 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, 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, 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 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 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 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 (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, 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, 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 (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 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 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, 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, 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, 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 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, 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, 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 "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, 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 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 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, 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 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 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 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 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 or an employment contract, and may issue a Letter of Credit that supports the obligations of a Loan Party or its Subsidiaries in respect of self-insurance reserves of Parent, Borrower and their respective Subsidiaries or reserves under workers’ compensation, health insurance and other plans for the benefit of employees of Parent, Borrower and their respective Subsidiaries, subject to the terms and conditions set forth herein. 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, 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 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 -#PageNum#- 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, or (B) 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 (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 Wells Fargo) for the account of Borrowers. To request the issuance of an Lax X/C X 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 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. (a1) Each of the letters of credit set forth on Schedule 2.1(G) (each, an "Existing L/C") has been issued under the Original Loan Agreement and shall continue to constitute Letters of Credit hereunder, subject to each of the terms and conditions of this Agreement and each other Loan Document. Each Lender shall be deemed to have irrevocably and unconditionally acquired from the Issuing Lender a participation in each such Existing L/C, in each case in accordance with subsection 2.1(G)(2), including, without limitation, the right to be secured by and entitled to the benefits of the Collateral. 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 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, 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 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, 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 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 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 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 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, whether the L/C or L/C Undertaking is being utilized by Pioneer Americas or PCI Chemicals, 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 Parent or any Borrower made in accordance herewith, and prior to the Revolving Loan Maturity Date, 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 Parent or Borrowers, as applicable. 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 "L/C irrespective of whether in writing, a “Reimbursement Undertaking"”) with respect to letters Letters of credit issued 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 Parent or Borrowers, as applicable. To By submitting a request to Issuing Lender for the issuance Issuance of a Letter of Credit, Parent or Borrowers, as applicable, 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). Parent acknowledges and agrees that Parent is and shall be deemed to be an L/C Undertaking applicant (within the meaning of Section 5102(a)(2) of the UCC) with respect to each Underlying Letter of Credit which it requests. Borrowers acknowledge and agree that Borrowers are and shall be deemed to be applicants (within the meaning of Section 5102(a)(2) of the UCC) with respect to each Underlying Letter of Credit which they request. Each request for the Issuance of a Letter of Credit, or the amendment, renewal, or extension of an any outstanding L/C Letter of Credit, shall be (i) irrevocable and shall be made in writing by a Responsible Officer of Administrative Borrower, (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 issuanceIssuance, amendment, renewal, or extensionextension 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 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 issuanceIssuance, amendment, renewal, or extension of such Letter of Credit, (C) the proposed expiration date of such Letter of Credit, (D) the name and address of the beneficiary of the Letter of Credit, and (E) such other information (including, the conditions to drawing, and, in the case of an 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 identification of the beneficiary thereof (or of the Underlying Letter of CreditCredit to be so amended, as applicable)renewed, and such other information 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, 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 the Issuing Lender’s or Underlying Issuer’s records of the content of any such request will be conclusive. Anything contained herein to the contrary notwithstanding, 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 may, but shall have no obligation to issue 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 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 FargoFargo Bank of Minnesota, N.A.) 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 (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 Borrowers made in accordance herewith, and prior to the Maturity Date, Issuing Lender Bank agrees to issue letters of credit L/Cs 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 Wxxxx Fargo) for the account of Borrowers. To By submitting a request to Issuing Bank for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that (x) Issuing Bank issue the requested Letter of Credit or (y) in the case in which WFCF is the Issuing Bank, that an L/C or an Underlying Issuer issue the requested Letter of Credit (and, in such case, to have requested WFCF to issue a L/C 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 (i) irrevocable, unless otherwise consented to in writing by Issuing Bank, and shall be made in writing by an outstanding L/C Authorized Person, (ii) delivered to Agent and 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 Agent and Issuing Lender) to the Issuing Lender Bank and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension, and (iii) a notice requesting subject to Issuing Bank's authentication procedures with results satisfactory to Issuing Bank. Each such request shall be in the issuance form provided by Issuing Bank for such purpose or otherwise in form and substance reasonably satisfactory to Issuing Bank and (i) shall specify (A) the 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 or Issuing Bank or Underlying Issuer may request or require, to the application extent that such requests or requirements are consistent with respect the Issuer Documents that Issuing Bank or Underlying Issuer generally requests for Letters of Credit in similar circumstances. Issuing Bank's records of the content of any such request will be conclusive. Anything contained herein to any Underlying the contrary notwithstanding, Issuing Bank may, but shall not be obligated to, issue a Letter of Credit that is to be supports the subject obligations of Borrowers or one of their Subsidiaries in respect of (x) a lease of real property, or (y) an L/C Undertaking. The employment contract Issuing Lender Bank shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested issuance: the Letter of Credit Usage would exceed the Letter of Credit Sublimit, or the Letter of Credit Usage would exceed the Maximum Revolver Amount less the outstanding amount of Advances (including Swing Loans), or the Letter of Credit Usage would exceed the Borrowing Base at such time less the outstanding principal balance of the Advances (inclusive of Swing Loans) at such time. In the event there is a Defaulting Lender as of the date of any request for the issuance of a Letter of Credit:, the Issuing Bank shall not be required to issue or arrange for such Letter of Credit or any applicable L/C Undertaking to the extent (i) the Defaulting Lender's Letter of Credit Exposure with respect to such Letter of Credit or any applicable L/C Undertaking may not be reallocated pursuant to Section 2.3(c)(iv), or (ii) the Issuing Bank has not otherwise entered into arrangements reasonably satisfactory to it and Borrowers to eliminate the Issuing Bank's risk with respect to the participation in such Letter of Credit or any applicable L/C Undertaking of the Defaulting Lender, which arrangements may include Borrowers cash collateralizing such Defaulting Lender's Letter of Credit Exposure in accordance with Section 2.3(c)(iv). Additionally, Issuing Bank shall have no obligation to issue a Letter of Credit or a L/C Undertaking in respect of a Letter of Credit if (A) any order, judgment, or decree of any Governmental Authority or arbitrator shall, by its terms, purport to enjoin or restrain Issuing Bank from issuing such Letter of Credit or a L/C Undertaking or Underlying Issuer from issuing such Letter of Credit, or any law applicable to Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over Issuing Bank shall prohibit or request that Issuing Bank or Underlying Issuer refrain from the issuance of letters of credit generally or such Letter of Credit or L/C Undertaking in particular, (B) the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally, or (C) if amounts demanded to be paid under any Letter of Credit will or may not be in Dollars. Any Issuing Bank (other than Wxxxx Fargo or any of its Affiliates) shall notify Agent in writing no later than the Business Day prior to the Business Day on which such Issuing Bank issues any Letter of Credit. In addition, each Issuing Bank (other than Wxxxx Fargo or any of its Affiliates) shall, on the first Business Day of each week, submit to Agent a report detailing the daily undrawn amount of each Letter of Credit or L/C Undertakings issued by such Issuing Bank during the prior calendar week. Each Letter of Credit shall be in form and substance reasonably acceptable to Issuing Bank and, if applicable, Underlying Issuer, including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Bank makes a payment under a Letter of Credit or L/C Undertakings, Borrowers shall pay to Agent an amount equal to the applicable L/C Disbursement on the Business Day such L/C Disbursement is made and, in the absence of such payment, the amount of the L/C Disbursement immediately and automatically shall be deemed to be a Advance hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 3) and, initially, shall bear interest at the rate then applicable to Advances that are Base Rate Loans. If a L/C Disbursement is deemed to be a Advance hereunder, Borrowers' obligation to pay the amount of such L/C Disbursement to Issuing Bank shall be automatically converted into an obligation to pay the resulting Advance. Promptly following receipt by Agent of any payment from Borrowers pursuant to this paragraph, Agent shall distribute such payment to Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to Section 2.12(e) to reimburse Issuing Bank, then to such Revolving Lenders and Issuing Bank as their interests may appear. Promptly following receipt of a notice of a L/C Disbursement pursuant to Section 2.11(d), each Revolving Lender agrees to fund its Pro Rata Share of any Advance deemed made pursuant to Section 2.11(d) on the same terms and conditions as if Borrowers had requested the amount thereof as a Advance and Agent shall promptly pay to Issuing Bank the amounts so received by it from the Revolving Lenders. By the issuance of a Letter of Credit or L/C Undertaking (or an amendment, renewal, or extension of a Letter of Credit or L/C Undertaking) and without any further action on the part of Issuing Bank or the Revolving Lenders, Issuing Bank shall be deemed to have granted to each Revolving Lender, and each Revolving Lender shall be deemed to have purchased, a participation in each Letter of Credit or L/C Undertaking issued by Issuing Bank, in an amount equal to its Pro Rata Share of such Letter of Credit or L/C Undertaking, and each such Revolving Lender agrees to pay to Agent, for the account of Issuing Bank, such Revolving Lender's Pro Rata Share of any L/C Disbursement made by Issuing Bank under the applicable Letter of Credit or L/C Undertaking. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to Agent, for the account of Issuing Bank, such Revolving Lender's Pro Rata Share of each L/C Disbursement made by Issuing Bank and not reimbursed by Borrowers on the date due as provided in Section 2.11(d), or of any reimbursement payment that is required to be refunded (or that Agent or Issuing Bank elects, based upon the advice of counsel, to refund) to Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its obligation to deliver to Agent, for the account of Issuing Bank, an amount equal to its respective Pro Rata Share of each L/C Disbursement pursuant to this Section 2.11(e) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3. If any such Revolving Lender fails to make available to Agent the amount of such Revolving Lender's Pro Rata Share of a L/C Disbursement as provided in this Section, such Revolving Lender shall be deemed to be a Defaulting Lender and Agent (for the account of Issuing Bank) shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Defaulting Lender Rate until paid in full. Each Borrower agrees to indemnify, defend and hold harmless each member of the Lender Group (including Issuing Bank and its branches, Affiliates, and correspondents and Underlying Issuer and its branches, Affiliates and correspondents) and each such Person's respective directors, officers, employees, attorneys and agents (each, including Issuing Bank, a "Letter of Credit Related Person") (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, liabilities, fines, penalties, and damages, and all reasonable and documented fees and disbursements of attorneys, experts, or consultants and all other reasonable and documented costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), which may be incurred by or awarded against any such Letter of Credit Related Person (other than Taxes, which shall be governed by Section 16.11) (the "Letter of Credit Indemnified Costs"), and which arise out of or in connection with, or as a result of: any Letter of Credit or any pre-advice of its issuance; any transfer, sale, delivery, surrender or endorsement (or lack thereof) of any Drawing Document at any time(s) held by any such Letter of Credit Related Person in connection with any Letter of Credit; any action or proceeding arising out of, or in connection with, any Letter of Credit or L/C Undertaking (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under any Letter of Credit or L/C Undertaking, or for the wrongful dishonor of, or honoring a presentation under, any Letter of Credit; any independent undertakings issued by the beneficiary of any Letter of Credit; any unauthorized instruction or request made to Issuing Bank or Underlying Issuer in connection with any Letter of Credit or L/C Undertaking or requested Letter of Credit or L/C Undertaking, or any error, omission, interruption or delay in such instruction or request, whether transmitted by mail, courier, electronic transmission, SWIFT, or any other telecommunication including communications through a correspondent;

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, upon the request of Administrative Borrower made in accordance herewith (including, without limitation Section 3.2), 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 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 is to be supports the subject obligations of Borrowers in respect of (A) a lease of real property, or (B) an L/C Undertakingemployment contract. 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, 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, upon the request of Borrower made in accordance herewith, and prior to the Latest Maturity Date, Issuing Lender agrees to issue letters of credit L/Cs for the account of Borrowers (each, an "L/C") Borrower 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 By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrower shall be deemed to have requested that (x) Issuing Lender issue the requested Letter of Credit or (y) in the case in which WFCF is the Issuing Lender, that an L/C or an Underlying Issuer issue the requested Letter of Credit (and, in such case, to have requested WFCF to issue a L/C 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 an any outstanding L/C or L/C Undertaking)Letter of Credit, Administrative Borrower shall hand deliver or telecopy be (or transmit i) irrevocable, unless otherwise consented to in writing by electronic communication, if arrangements for doing so have been approved by the Issuing Lender, and shall be made in writing by an Authorized Person, (ii) delivered to the Agent and Issuing Lender via telefacsimile or other electronic method of transmission reasonably acceptable to 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 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 or 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. 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 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 may, but shall have no obligation to not be obligated to, issue a Letter of Credit if any that supports the obligations of the following would result after giving effect Borrower or one of their Subsidiaries in respect of (x) a lease of real property to the requested extent that the face amount of such Letter of Credit:Credit exceeds the highest rent (including all rent-like charges) payable under such lease for a period of one year, or (y) an employment contract to the extent that the face amount of such Letter of Credit 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, 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 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, 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, upon the request of the Borrower made in accordance herewith, the Issuing Lender Bank 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 Bank’s agent, to issue, a requested Letter of Credit. 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 (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 Undertaking"irrespective of whether in writing, a “Reimbursement Undertaking ”) with respect to letters Letters of credit Credit issued by such Underlying Issuer. By submitting an Issuance Notice to Issuing Bank for the issuance of a Letter of Credit, the Borrower shall be deemed to have requested that Issuing Bank issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Bank 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 the Borrower that the Borrower is and shall be deemed to be an applicant (within the meaning of Section 5-102(a)(2) of the Closing DateUCC) with respect to each Underlying Letter of Credit). Each Issuance Notice for a Letter of Credit, 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 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 Officer and delivered to the Issuing Lender and Agent (Bank via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each Issuance Notice shall be in form and substance reasonably satisfactory to the Issuing Bank 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 LenderBank 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 the 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 Bank 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, 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, 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 (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 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 an L/C if any of the following would result after giving effect to the requested Letter of CreditL/C:

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, 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 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, 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 or cause an Underlying Issuer is to be Xxxxx Fargo) issue Underlying Letters of Credit, in each case for the account of BorrowersBorrower in accordance with Borrower’s instructions. To request the issuance of an L/C or C, an L/C Undertaking Undertaking, or an Underlying Letter of Credit issued by the Underlying Issuer (or the amendment, renewal, or extension of an outstanding L/C or C, L/C Undertaking, or an Underlying Letter of Credit issued by the Underlying Issuer), 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 C, L/C Undertaking, or an Underlying Letter of Credit issued by the Underlying Issuer, or identifying the L/C or C, L/C Undertaking Undertaking, or an Underlying Letter of Credit issued by the Underlying Issuer to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or C, L/C Undertaking Undertaking, or Underlying Letter of Credit issued by the Underlying Issuer is to expire, the amount of such L/C or C, L/C Undertaking, or Underlying Letter of Credit issued by the Underlying Issuer, 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 C, L/C Undertaking, or Underlying Letter of Credit issued by the Underlying Issuer. 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 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 "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, 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 xxxxance 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 cause the Underlying Issuer to issue letters of credit for the account of Borrowers Borrower or its Subsidiaries (each, an "“L/C") or to purchase participations or execute ”), whether by purchasing participations, executing indemnities or reimbursement obligations obligations, or otherwise (each such undertakingcommitment, 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 shall be Xxxxx FargoFargo or such other bank acceptable to Agent and as may be reasonably approved by Borrower) for the account of Borrowers. To request Borrower; provided, however, that the Issuing Lender in its sole discretion may decline to cause the issuance of an any L/C or an L/C Undertaking (so requested. 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 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 if, after giving effect to the issuance of such requested Letter of Credit:, the Letter of Credit Usage would exceed the Maximum Revolver Amount less the outstanding amount of Advances, and less the aggregate amount of reserves, if any, established by Agent under Section 2.1(c). Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its Permitted Discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrower immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Agent an amount equal to such L/C Disbursement (A) not later than 2:00 p.m., New York time, on the date that such L/C Disbursement is made, if Borrower shall have received written or telephonic notice of such L/C Disbursement prior to 1:00 p.m., Georgia time, on such date, or, (B) if such notice has not been received by Borrower prior to such time on such date, then not later than 2:00 p.m., New York time, on the Business Day that Borrower receives such notice, if such notice is received prior to 1:00 p.m., New York time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, initially, shall bear interest at the rate then applicable to Advances. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrower’s obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting

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 Final Revolving Commitment Termination Date, Issuing Lender Bank 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 a “Letter of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) 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 Authorized Person and delivered to Issuing Bank via personal delivery, registered or L/C Undertakingcertified mail (postage prepaid, return receipt requested), Administrative overnight courier, electronic mail (at such email address as Issuing Bank may designate to Borrower shall hand deliver in accordance herewith), or telecopy (or transmit by electronic communicationtelefacsimile, 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. Each such request shall be in form and substance satisfactory to Issuing Bank in its reasonable discretion and shall specify (A) 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, (B) the date of issuance, amendment, renewal, or extensionextension of such Letter of Credit, (C) the expiration date of such Letter of Credit (which shall not be later than the earlier to occur of (x) one year after the date on which such L/C or L/C Undertaking is to expireof issuance thereof, and (y) the amount of such L/C or L/C UndertakingFinal Revolving Commitment Termination Date), (D) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable)thereof, and (E) 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, Issuing Bank may, but shall not be obligated to, issue or L/C Undertaking. If requested by cause the Issuing Lender, Borrowers also shall be an applicant under the application with respect to any Underlying issuance of a Letter of Credit that is to be supports the subject obligations of Ultimate Parent or any of its Subsidiaries in respect of (A) a lease of real property, or (B) an L/C Undertakingemployment contract. The Issuing Lender Bank shall have no obligation to issue a Letter of Credit if any of the following would result result, after giving effect to the issuance of such requested Letter of Credit:: (i) the Revolving Credit Facility Usage would exceed the lesser of (x) Maximum Revolver Amount and (y) the Sublimit, (ii) the Letter of Credit Usage would exceed the Borrowing Base at such time minus the outstanding principal balance of the Revolving Loans at such time, or (iii) the Letter of Credit Usage would exceed $5,000,000.

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 Wells Fargo) for the account of U.S. Borrowers. To Each request for the issuance xxxxxnce 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, 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 (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 an L/C if any of the following would result after giving effect to the requested Letter of CreditL/C:

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 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 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 a Defaulting Lender (unless Borrower provides cash collateral in an amount equal to be the subject any such Defaulting Lender's Pro Rata Share of an L/C Undertakingsuch Letter of Credit). 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 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 Each request for the issuance issuancx xx a Letter of an L/C or an L/C Undertaking (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 (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, 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 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, in either case, that supports the obligations of Borrower or its Subsidiaries (1) in respect of (A) a lease of real property (unless the Issuing Lender is reasonably satisfied that the amount of the proposed Letter of Credit is less than the amount of the potential claim of the lessor if that claim is to be determined by Section 502(b)(6) of the subject Bankruptcy Code), or (B) an employment contract, or (2) at any time that one or more of an L/C Undertakingthe Lenders is a 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, 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. (aA) 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 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 any Borrower (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 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 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 (each, an "L/C") for the account of Borrowers 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 (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 -42- 44 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 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 (reasonably via hand delivery, telefacsimile, or other electronic method of transmission 5 Business Days 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 face 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: