Common use of Notice of Issuance Clause in Contracts

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (f) the name and address of the beneficiary, and (g) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Chase Co-Administrative Agent Agent, at the Funding and Payment Office, a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter face amount of Credit is to be a Standby Letter of Credit or a Commercial maximum aggregate liability under, as applicable, the Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments or certificates; and provided, provided further that no -------- ------- Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Chase Co-Administrative Agent, if Chase Co-Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Credit, Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto (including ----------- the Issuing Lender's standard application for a Letter of Credit and the signature page to such application, it being understood that unless otherwise agreed between Company and the Issuing Lender, the provisions set forth on the reverse side of such standard application (or comparable provisions in a future standard application) shall not be applicable) no later than 11:00 9:00 A.M. (New York City Los Angeles time) at least three five Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (f) the name and address of the beneficiary, and (g) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require -------- changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- . No Standby Letter of Credit shall require payment against a conforming draft to be made thereunder on a date earlier than (x) one Business Day after the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to date on which such draft is required to be presented if such presentation is locatedmade before 9:00 A.M. (in the time zone of the Issuing Lender), or (y) that two Business Days after the date on which such draft is presented if such presentation is made after 10:00 9:00 A.M. (in the time zone of the Issuing Lender). No Commercial Letter of Credit shall require payment against a conforming draft to be made thereunder on a date earlier than (x) three Business Days after the date on which such office draft is presented if such presentation is made before 9:00 A.M. (in the time zone of the Issuing Lender), or (y) four Business Days after the date on which such business daydraft is presented if such presentation is made after 9:00 A.M. (in the time zone of the Issuing Lender). Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent Agent, at the Funding and Payment Office, a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter face amount of Credit is to be a Standby Letter of Credit or a Commercial maximum aggregate liability under, as applicable, the Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments or certificates; and provided, provided further that no -------- ------- Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same business day Business Day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business dayBusiness Day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Credit, Company shall be deemed to have re-certifiedrecertified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires To request the issuance of a ------------------ Syndicated Letter of Credit (or the extension, increase, amendment or renewal of any existing Syndicated Letter of Credit), it the applicable Borrower shall hand deliver (or transmit by electronic communication, if arrangements for doing so have been approved by the LC Administrator; provided that the LC Administrator hereby approves such electronic communication delivered by email) to the LC Administrator and the Administrative Agent (which shall promptly notify the Lenders) not later than 11:00 a.m. (New York city time) three (3) Business Days in advance of the requested date of issuance (or such shorter period as is acceptable to the LC Administrator, including any request for the issuance of a Notice of Issuance of Syndicated Letter of Credit substantially on the Closing Date, subject to approval by the LC Administrator) a letter of credit notice on the LC Administrator’s standard form (with such changes as the LC Administrator shall reasonably deem appropriate) or other electronic notice acceptable to the LC Administrator, which notice, in the case any request for the issuance of a Syndicated Letter of Credit shall be in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. D (New York City timecollectively, a “Syndicated Letter of Credit Notice”) at least three Business Days (in requesting the issuance of a Syndicated Letter of Credit, or identifying the Syndicated Letter of Credit to be amended, renewed, extended or increased, as the case of Standby Letters of Creditmay be, and specifying: (A) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance , extension or increase (which shall be a Business Day), (bB) whether the date on which such Syndicated Letter of Credit is to be a Standby expire (which shall comply with SECTION 3.04), (C) the stated amount of such Syndicated Letter of Credit (it being agreed that all Syndicated Letters of Credit shall be issued in Dollars or a Commercial Letter of Creditany Alterative Currency), (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fD) the name and address of the beneficiarybeneficiary thereof (E) the Eligible Affiliate, and (g) either if any, for whose account the verbatim text of the proposed Syndicated Letter of Credit is being issued and (F) such other customary information as shall be necessary to prepare, amend, renew, extend or increase, as the proposed terms and conditions thereofcase may be, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the such Syndicated Letter of Credit, would require it being understood and agreed that Syndicated Letters of Credit may be extended and renewed in accordance with SECTION 3.04. In the Issuing Lender to make payment under event of any inconsistency between the Letter terms and conditions of Credit; provided that this Agreement and the Issuing Lender, in -------- its reasonable discretion, may require changes in the text terms and conditions of the proposed any Syndicated Letter of Credit Notice or any such documents; and provided, further that no -------- ------- other Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify Document submitted by the applicable Issuing Lender (and Administrative AgentBorrower to, if Administrative Agent is not such Issuing Lender) prior or entered into by the applicable Borrower with, the LC Administrator relating to the issuance of any Syndicated Letter of Credit in issued for its account, the event that any terms and conditions of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company this Agreement shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Creditcontrol.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to the proposed Issuing Lender and Administrative Agent a Notice of Issuance of Request to Issue Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the proposed Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Request to Issue Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (ec) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Request to Issue Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Request to Issue Letter of Credit. The existing Letters of Credit identified on Schedule 3.1B(i) shall be deemed issued under and pursuant to this subsection 3.1B(i) and shall be treated as Letters of Credit for all purposes under this Agreement.

Notice of Issuance. Whenever Company Borrower desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, ) in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (ec) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company Borrower shall notify the applicable Issuing Lender (and Administrative the Agent, if Administrative the Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires Borrowers desire the issuance of a ------------------ Letter of Credit, it they shall deliver to the Administrative Agent a an Issuance Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 1:00 p.m. (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuance Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fe) the name and address of the beneficiary, and (gf) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided PROVIDED that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and providedPROVIDED, further FURTHER, that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company The Borrowers shall notify the applicable Issuing Lender (and the Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is Borrowers are required to certify in the applicable Issuance Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company Borrowers shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is Borrowers are required to certify in the applicable Notice of Issuance of Letter of CreditNotice.

Notice of Issuance. Whenever Company the Borrower desires the issuance of a ------------------ Letter of Credit, it shall deliver to the applicable Issuing Bank, at the applicable Letter of Credit Issuing Office, and the Administrative Agent Agent, at the Funding and Payment Office, a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no not later than 11:00 A.M. 1:00 p.m. (New York City time) at least three five (5) Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the such Issuing Lender Bank in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter face amount of Credit is to be a Standby Letter of Credit or a Commercial maximum aggregate liability under, as applicable, the Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the such Issuing Lender Bank to make payment under the Letter of Creditthereunder; provided that the such Issuing LenderBank, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments or certificates; and provided, provided further that no -------- ------- Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the such Issuing Lender Bank to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. a.m. (in the time zone of such office of the such Issuing LenderBank) on such business dayBusiness Day. Company At the request of the Issuing Bank, the Borrower shall also complete and submit such Issuing Bank’s standard letter of credit application form. The Borrower shall notify such Issuing Bank and the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company the Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company Credit, the Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company the Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company Borrower desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender Bank in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (ec) the expiration date of the Letter of Credit, and (fd) the name and address of the beneficiary, and (g) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day Business Day (under the laws of the jurisdiction in which the office of the Issuing Lender Bank to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing LenderBank) on such business dayBusiness Day. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) Bank prior to the issuance of any Letter of Credit in the event that if any of the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires Borrowers desire the issuance of a ------------------ Letter of Credit, it they shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- XV annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fe) the name and address of the beneficiary, and (gf) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company Borrowers shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is Borrowers are required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company Borrowers shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is Borrowers are required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to the Issuing Bank, at the Letter of Credit Issuing Office, and the Administrative Agent Agent, at the Funding and Payment Office, a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three (3) Business Days (in the case of Standby Letters of Credit) or and five (5) Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender Bank in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter face amount of Credit is to be a Standby Letter of Credit or a Commercial maximum aggregate liability under, as applicable, the Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fd) the name and address of the account party and beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender Bank to make payment under the Letter of Creditthereunder; and provided that the Issuing LenderBank, in -------- its reasonable -------- discretion, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments or certificates; and provided, provided further that no -------- ------- Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender Bank to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing LenderBank) on such business dayBusiness Day. Company shall notify the applicable Issuing Lender Bank (and the Administrative Agent, if Administrative Agent is not such Issuing LenderBank) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Credit, Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company the Borrower desires the issuance of a ------------------ Letter of Credit, it the Borrower shall deliver to the Administrative Agent a an Issuance Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 2:00 p.m. (New York City time) at least three (3) Business Days (in the case of Standby Letters of Credit) or five (5) Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender Bank in any particular instance, in advance of the proposed date of issuance. The Issuance Notice of Issuance of Letter of Credit shall specify (ai) the proposed date of issuance (which shall be a Business Day), (bii) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (ciii) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (eiv) the expiration date of the Letter of Credit, (fv) the name and address of the beneficiary, and (gvi) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender Bank to make payment under the Letter of Credit; provided that the Issuing LenderBank, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further further, that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender Bank to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. a.m. (in the time zone of such office of the Issuing LenderBank) on such business day. Company Upon satisfaction or waiver of the conditions set forth in Section 3.2, the Issuing Bank shall notify issue the applicable requested Letter of Credit only in accordance with Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to Bank’s standard operating procedures. Upon the issuance of any Letter of Credit in the event that any of the matters or amendment or modification to which Company is required to certify in the applicable Notice of Issuance of a Letter of Credit is no longer true and correct as Credit, the Issuing Bank shall promptly notify each Lender with a Revolving Commitment of the proposed date of issuance such issuance, which notice shall be accompanied by a copy of such Letter of Credit, and upon the issuance of any Credit or amendment or modification to a Letter of Credit Company shall be deemed to have re-certified, as of and the date amount of such issuance, as to the matters to which Company is required to certify Xxxxxx’s respective participation in the applicable Notice of Issuance of such Letter of Credit.Credit pursuant to Section 2.3

Notice of Issuance. Whenever Company Borrower desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (ec) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit and in the event CIBC is the Issuing Lender, such Notice of Issuance of Letter of Credit shall attach a current application form from CIBC with respect to the issuance of such Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day Business Day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of CreditBusiness Day.

Notice of Issuance. Whenever Company the Borrower desires the issuance of a ------------------ Letter of Credit, it the Borrower shall deliver to Administrative the Agent a Notice of Issuance of Bank an Application and Agreement for Letter of Credit substantially in the form of Exhibit III ----------- C annexed hereto no later than 11:00 A.M. 12:00 noon (New York City Louisville, Kentucky time) at least three (3) Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender Agent Bank in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Application and Agreement for Letter of Credit shall specify (ai) the proposed date of issuance (which shall be a Business DayDay under the laws of the Commonwealth of Kentucky), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (cii) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (eiii) the expiration date of the Letter of Credit, (fiv) the name and address of the beneficiarybeneficiary of the Letter of Credit, and (gv) either the verbatim text a summary of the proposed purpose and contemplated terms of the Letter of Credit or Credit. Prior to the proposed terms and conditions thereofdate of issuance of any Letter of Credit, including the Borrower shall specify a precise description of the documents and the proposed text of any documents certificate to be presented by the beneficiary under such Letter of Credit which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender Agent Bank to make payment under the Letter of Credit; provided that the Issuing LenderAgent Bank, in -------- its sole reasonable discretionjudgment, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments and certificates; and provided, provided further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day Business Day (under the laws of the jurisdiction in which the office Commonwealth of the Issuing Lender to which such draft is required to be presented is locatedKentucky) that such draft is presented if such presentation is made after 10:00 A.M. 12:00 noon (in the time zone of such office of the Issuing LenderLouisville, Kentucky time) on such business dayBusiness Day. Company In determining whether to pay under any Letter of Credit, the Agent Bank shall notify be responsible only to determine that the applicable Issuing Lender (documents and Administrative Agentcertificates required to be delivered under that Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit; provided, if Administrative further, nothing contained in this Section 2.6B shall be deemed to prejudice the right of the Borrower to recover from the Agent is not such Issuing Lender) prior to Bank in respect of any amounts paid by the issuance of Agent Bank under any Letter of Credit in the event that any it is determined by a court of competent jurisdiction that the matters payment with respect to which Company is required to certify in the applicable Notice of Issuance of such Letter of Credit is no longer true and correct as by the Agent Bank constituted gross negligence or willful misconduct on the part of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of CreditAgent Bank.

Notice of Issuance. Whenever Company desires To request the issuance Issuance of a ------------------ Participated Letter of Credit, it the applicable Borrower shall deliver by hand or overnight courier service (or transmit by electronic communication, if arrangements for doing so have been approved by the Fronting Bank and Administrative Agent) to the Fronting Bank and the Administrative Agent a Notice of Issuance of Letter of Credit substantially in (which will promptly notify the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. (New York City timeLenders) at least three Business Days in advance of the requested date of Issuance (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed is acceptable to by the Issuing Lender Fronting Bank) a notice in any particular instance, in advance of a form reasonably acceptable to the proposed date of issuance. The Notice of Issuance of Fronting Bank (a “Participated Letter of Credit shall specify (aNotice”) requesting the proposed Issuance of a Participated Letter of Credit, or identifying the Participated Letter of Credit to be amended, extended or increased, as the case may be, and specifying the date of issuance Issuance (which shall be a Business Day), (b) whether the date on which such Participated Letter of Credit is to be a Standby Letter expire (which shall comply with Section 2.5(b)(iii)), the amount of Credit or a Commercial such Participated Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (f) the name and address of the beneficiary, beneficiary thereof and (g) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofof (and such other information as shall be necessary to prepare, including a precise description of any documents to be presented by amend, extend or increase, as the beneficiary which, if presented by the beneficiary prior to the expiration date of the case may be) such Participated Letter of Credit, would require it being understood and agreed that Participated Letters of Credit may be extended in accordance with Section 2.5(b)(iii). If requested by the Issuing Lender to make payment under Fronting Bank, the applicable Borrower shall submit a letter of credit application on the Fronting Bank’s standard form (with such changes as the Fronting Bank shall reasonably deem appropriate) in connection with any request for a Participated Letter of Credit; provided that . In the Issuing Lender, in -------- its reasonable discretion, may require changes in event of any inconsistency between the text terms and conditions of this Agreement and the proposed Letter terms and conditions of Credit or any form of letter of credit application submitted by such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior Borrower to the issuance of Fronting Bank relating to any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Participated Letter of Credit, the terms and upon the issuance conditions of any Letter of Credit Company this Agreement shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Creditcontrol.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 10:00 A.M. (New York City San Francisco time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (ec) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the -------- Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, -------- further that no -------- ------- Letter of Credit shall require payment against a conforming ------- draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. 12:00 Noon (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.. From time to time while a Letter of Credit is outstanding and before the Revolving Commitment Termination Date, the Issuing Lender will, upon the written request of Company received by the Issuing Lender (with a copy sent by Company to Administrative Agent) at least three days (or such shorter time as the Issuing Lender may agree in a particular instance in its sole discretion) before the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by an original writing or by facsimile, confirmed promptly in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail reasonably satisfactory to the Issuing Lender;

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (f) the name and address of the beneficiary, and (g) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company Borrower desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (ec) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day Business Day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. 12:00 Noon (in the time zone of such office of the Issuing Lender) on such business dayBusiness Day. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit EXHIBIT III ----------- annexed hereto no later than 11:00 A.M. 1:30 P.M. (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five ), at least one Business Days Day (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (f) the name and address of the beneficiary, and (gf) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided PROVIDED that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further PROVIDED FURTHER that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 10:30 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the 61 applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Each Letter of Credit substantially shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the Issuing Bank (with a copy to the Administrative Agent) in the form of Exhibit III ----------- annexed hereto no a Letter of Credit Application, appropriately completed and signed by an Authorized Officer of the Borrower. Such Letter of Credit Application must be received by the Issuing Bank and the Administrative Agent not later than 11:00 A.M. a.m. (New York City time) at least three (3) Business Days (or such later date and time as the Administrative Agent and the Issuing Bank may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of Standby Letters a request for an initial issuance of a Letter of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Bank: (aA) the proposed issuance date of issuance the requested Letter of Credit (which shall be a Business Day), ; (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (cB) the face amount of the Letter of Credit, and currency thereof; (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (eC) the expiration expiry date of the Letter of Credit, thereof; (fD) the name and address of the beneficiary, and beneficiary thereof; (gE) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by such beneficiary in case of any drawing thereunder; (F) the beneficiary which, if full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the beneficiary prior to the expiration date purpose and nature (i.e., standby or commercial) of the requested Letter of Credit; and (H) such other matters as the Issuing Bank may require. In the case of a request for an amendment of any outstanding Letter of Credit, would require such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender to make payment under Bank (1) the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day amended; (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located2) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such Letter of Creditother matters as the Issuing Bank may require. Additionally, the Borrower shall furnish to the Issuing Bank and upon the issuance of any Administrative Agent such other documents and information pertaining to such requested Letter of Credit Company shall be deemed to have re-certifiedissuance or amendment, including any Issuer Documents, as of the date of such issuance, as to Issuing Bank or the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of CreditAdministrative Agent may reasonably require.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 1:00 P.M. (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (ec) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the . Company shall further execute and deliver any application and other customary form documents required by Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company the Borrower desires the issuance of a ------------------ Letter of Credit, it the Borrower shall deliver to the Administrative Agent a an Issuance Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 2:00 p.m. (New York City time) at least three (3) Business Days (in the case of Standby Letters of Credit) or five (5) Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender Bank in any particular instance, in advance of the proposed date of issuance. The Issuance Notice of Issuance of Letter of Credit shall specify (ai) the proposed date of issuance (which shall be a Business Day), (bii) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (ciii) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (eiv) the expiration date of the Letter of Credit, (fv) the name and address of the beneficiary, and (gvi) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender Bank to make payment under the Letter of Credit; provided that the Issuing LenderBank, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further further, that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender Bank to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. a.m. (in the time zone of such office of the Issuing LenderBank) on such business day. Company Upon satisfaction or waiver of the conditions set forth in Section 3.2, the Issuing Bank shall notify issue the applicable requested Letter of Credit only in accordance with Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to Bank’s standard operating procedures. Upon the issuance of any Letter of Credit in the event that any of the matters or amendment or modification to which Company is required to certify in the applicable Notice of Issuance of a Letter of Credit is no longer true and correct as Credit, the Issuing Bank shall promptly notify each Lender with a Revolving Commitment of the proposed date of issuance such issuance, which notice shall be accompanied by a copy of such Letter of Credit, and upon the issuance of any Credit or amendment or modification to a Letter of Credit Company shall be deemed to have re-certified, as of and the date amount of such issuance, as to the matters to which Company is required to certify Lender’s respective participation in the applicable Notice of Issuance of such Letter of Credit.Credit pursuant to Section 2.3

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (ec) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit and in the event CIBC is the Issuing Lender, such Notice of Issuance of Letter of Credit shall attach a current application form from CIBC with respect to the issuance of such Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may -------- require changes in the text of the proposed Letter of Credit or any such documents; and provided, provided further that no -------- ------- Letter of Credit shall require -------- ------- payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the Borrowers desire the issuance or amendment of a ------------------ Letter of Credit, it they shall deliver make request therefor to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. (New York City time) Issuing Bank at least three two Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender Bank in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify issuance or amendment, specifying (ai) the proposed date of issuance or amendment (which shall be a Business Daybusiness day under the laws of the jurisdiction of the Issuing Bank), (bii) the face amount of the Letter of Credit, (iii) the expiration date of the Letter of Credit, (iv) the name and address of the beneficiary and (v) whether the Letter of Credit requested is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) . Together with such request for the face amount issuance or amendment of the a Letter of Credit, the Borrowers shall deliver to the Issuing Bank and the Administrative Agent a notice which shall certify that (di) in the case of a Letter of Credit which Company requests requested to be denominated in a currency other than Dollarsissued or amended, when added to the currency in which Company requests then Total Utilization of Revolving Commitments, will not exceed the aggregate Revolving Commitments therein available, as the amount available under the Revolving Commitments may be reduced from time to time pursuant to Section 2.4 or limited from time to time pursuant to Section 2.1A and (ii) Section 3.2B is satisfied on and as of the date of delivery of such notice to the same extent as though the issuance or amendment of such Letter of Credit were the making of a Loan, and shall deliver to be issuedthe Issuing Bank an executed application for such Letter of Credit in the form customarily required by the Issuing Bank for the issuance or amendment of commercial letters of credit or standby letters of credit, (e) as the expiration date case may be, and specify a precise description of the Letter of Credit, (f) the name documents and address of the beneficiary, and (g) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents certificate to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender Bank to make payment under the Letter of Credit; provided that the Issuing LenderBank, in -------- its reasonable discretionjudgment, may require changes in any such documents and certificates. In determining whether to pay under any Letter of Credit, the text of Issuing Bank shall be responsible only to determine that the proposed documents and certificates required to be delivered under that Letter of Credit or any such documents; have been delivered and provided, further that no -------- ------- they comply on their face with the requirements of that Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of Credit. Upon receipt by the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone Bank of such office notice and such other documents from the Borrowers requesting the issuance or amendment of a Letter of Credit, if the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior Bank elects to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of issue or amend such Letter of Credit, it shall so notify the Borrowers and upon the Administrative Agent of the proposed issuance or amendment and the Issuing Bank shall issue or amend such Letter of any Credit. If the Issuing Bank, in its sole discretion, elects not to issue or amend such Letter of Credit Company shall be deemed to have re-certified, as because issuance or amendment of such Letter of Credit may violate any applicable laws or any applicable policies of the date Issuing Bank or any Lender, the Issuing Bank shall promptly so notify the Borrowers and the Administrative Agent and no Letter of such Credit will be issued or amended. Upon the issuance, as to the matters to which Company is required to certify in the applicable Notice negotiation, amendment or expiration of Issuance of a Letter of Credit, each Issuing Bank shall notify the Administrative Agent of such activity and on no less than a semi-monthly basis, the Administrative Agent shall notify each Lender of such activity and the aggregate face amount of all outstanding Letters of Credit.

Notice of Issuance. Whenever Company Borrower desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent Bank a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 10:00 A.M. (New York City Chicago time) at least three (3) Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (ai) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (cii) the face amount of the Letter of Credit, in Dollars (d) which amount, in the case of a drawing under a Letter of Credit which Company requests to be is denominated in a currency other than Dollars, shall be calculated by reference to the currency applicable Exchange Rate) as quoted by Bank to Borrower in which Company requests connection with such Letter of Credit to be issuedCredit, (eiii) the expiration date of the Letter of Credit, (fiv) the name and address of the beneficiary, and (gv) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender Bank to make payment under the Letter of Credit; provided that that, ------------- anything to the Issuing Lendercontrary in this Agreement notwithstanding, in -------- its reasonable discretionBorrower may, may require changes in the text with Bank's consent, deliver a Notice of the proposed Issuance of Letter of Credit or any electronically to Bank, in which such documents; event Borrower shall be deemed for all purposes hereunder and provided, further that no -------- ------- the other Loan Documents to have delivered a written Notice of Issuance of Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business dayhereunder. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) Bank prior to the issuance of any Letter of Credit in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company Credit, Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company Borrower desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (ec) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit and if CIBC is the Issuing Lender, such Notice of Issuance of Letter of Credit shall attach a current application form from CIBC with respect to the issuance of such Letter of Credit; provided that the Issuing Lender, in -------- its reasonable -------- discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, provided further that no -------- ------- Letter of Credit -------- ------- shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that if any of the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company Borrower desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- IX annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fe) the name and address of the beneficiary, and (gf) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent and Issuing Lender a Notice of Issuance of Letter of Credit substantially in the form of Exhibit EXHIBIT III ----------- annexed hereto together with a duly executed Letter of Credit Agreement no later than 11:00 A.M. a.m. (New York City California time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the such Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (b) the proposed date of issuance (which shall be a Business Day), (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (e) that the Letter of Credit, upon giving effect to the issuance thereof, would not cause the Total Utilization of Revolving Loan Commitments to exceed the Revolving Loan Commitments, (f) the name and address of the beneficiary, and (g) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided PROVIDED that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments or certificates; and provided, further PROVIDED FURTHER that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) Business Day that such draft is presented if such presentation is made after 10:00 A.M. a.m. (in the time zone of such office of the Issuing LenderCalifornia time) on such business dayBusiness Day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to the proposed Issuing Lender (with a copy to Administrative Agent if Administrative Agent is not the proposed Issuing Lender) a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 1:00 P.M. (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance), in advance of the proposed date of issuance; provided that, if the proposed Issuing Lender so agrees, Company may request that the proposed Issuing Lender issue a Letter of Credit by telephonic notice so long as it promptly thereafter delivers to the proposed Issuing Lender (with a copy to Administrative Agent if Administrative Agent is not the proposed Issuing Lender) a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III annexed hereto. The Notice of Issuance of Letter of Credit shall specify (a) if the Company requests that a Revolving Lender other than the Administrative Agent issue such Letter of Credit, the Revolving Lender requested to issue the Letter of Credit, (b) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fe) the name and address of the beneficiary, (f) if such Letter of Credit is proposed to be issued for the account of a wholly-owned Subsidiary of Company, the name of such Subsidiary, and (g) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary in substantial compliance with the terms and conditions of the Letter of Credit prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company or a Domestic Borrower desires the issuance of a ------------------ Letter of Credit, it Company shall deliver to Administrative Agent a Notice of Issuance of Request to Issue Letter of Credit substantially in the form of Exhibit EXHIBIT III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each any case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Request to Issue Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (ec) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, (e) the account party, and (gd) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company the applicable Borrower is required to certify in the applicable Notice of Issuance of Request to Issue Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Credit, Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company the applicable Borrower is required to certify in the applicable Notice of Issuance of Request to Issue Letter of Credit.

Notice of Issuance. Whenever Company Borrower desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent and the respective Issuing Lender a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- VI annexed hereto no later than 11:00 A.M. (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the applicable Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fe) the name and address of the beneficiary, and (gf) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the applicable Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further further, that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company Credit, Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued[intentionally omitted], (e) the expiration date of the Letter of Credit, (f) the name and address of the beneficiary, and (g) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit. 107 116 (ii) Determination of Issuing Lender. Upon receipt by Administrative Agent of a Notice of Issuance of Letter of Credit pursuant to subsection 3.1B(i) requesting the issuance of a Letter of Credit, in the event Administrative Agent elects to issue such Letter of Credit, Administrative Agent shall promptly so notify Company, and Administrative Agent shall be the Issuing Lender with respect thereto. In the event that Administrative Agent, in its sole discretion, elects not to issue such Letter of Credit, Administrative Agent shall promptly so notify Company, whereupon Company may request any other Revolving Lender to issue such Letter of Credit by delivering to such Revolving Lender a copy of the applicable Notice of Issuance of Letter of Credit. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Company and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Revolving Lender which so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto. In the event that all other Revolving Lenders shall have declined to issue such Letter of Credit, notwithstanding the prior election of Administrative Agent not to issue such Letter of Credit, Administrative Agent shall be obligated to issue such Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Administrative Agent, when aggregated with Administrative Agent's outstanding Revolving Loans, may exceed Administrative Agent's Revolving Loan Commitment then in effect; provided, however, that CIBC shall not in any event be obligated to issue any Commercial Letter of Credit in its capacity as Administrative Agent.

Notice of Issuance. Whenever Company Borrower desires the issuance of a ------------------ Letter of Credit, it shall deliver to the relevant L/C Issuer and the Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three (3) Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender such L/C Issuer in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (ec) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender an L/C Issuer to make payment under the Letter of Credit; provided that the Issuing Lenderan L/C Issuer, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments or certificates; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day Business Day (under the laws of the jurisdiction in which the office of the Issuing Lender applicable L/C Issuer to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. 12:00 Noon (in the time zone of such office of the Issuing LenderNew York time) on such business dayBusiness Day. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) L/C Issuer prior to the issuance of any Letter of Credit in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit. GE Capital as an L/C Issuer may elect only to issue Letters of Credit in its own name and may only issue Letters of Credit to the extent permitted by applicable law, and such Letters of Credit may not be acceptable by certain beneficiaries such as insurance companies.

Notice of Issuance. Whenever Company an Applicable Account Party desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent and (x) in the case of a Commercial Letter of Credit, the Lender which Company has requested to issue such Commercial Letter of Credit and (y) in the case of a Foreign Letter of Credit, BofA, a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 1:00 P.M. (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the an Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (ai) the Applicable Account Party, (ii) the proposed date of issuance (which shall be a Business Daybusiness day under the laws of the jurisdiction of the Issuing Lender), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (ciii) the face amount of the Letter of Credit, (div) in the case of a Foreign Letter of Credit which Company requests to be denominated in a currency other than DollarsCredit, the currency in which Company the Applicable Account Party requests such Foreign Letter of Credit to be issueddenominated, (ev) the expiration date of the Letter of Credit, (fvi) the name and address of the beneficiary, and (gvii) either in the case of a Commercial Letter of Credit, the Lender which Company has requested to issue such Commercial Letter of Credit; and such Notice of Issuance of Letter of Credit shall further certify that subsection 3.2B is satisfied on and as of the date of issuance of such Letter of Credit. As soon as practicable after delivery of such notice with respect to any Domestic Letter of Credit, the Issuing Lender for such Domestic Letter of Credit shall be determined as provided in subsection 2.8C(ii). Prior to the date of issuance, the Applicable Account Party shall specify a precise description of the documents and the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents certificate to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its sole reasonable discretionjudgment, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments and certificates; and provided, provided further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is locatedLender) that such draft is presented if such presentation is made after 10:00 A.M. (11:00 a.m. in the time zone of such office of the Issuing Lender) Lender on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior In determining whether to the issuance of pay under any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, the Issuing Lender shall be responsible only to determine that the documents and upon the issuance of any certificates required to be delivered under that Letter of Credit Company shall be deemed to have re-certified, as been delivered and that they comply on their face with the requirements of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of that Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter -------------------- of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no ----------- later than 11:00 A.M. (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (ec) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit and in the event CIBC is the Issuing Lender, such Notice of Issuance of Letter of Credit shall attach a current application form from CIBC with respect to the issuance of such Letter of Credit; provided that the Issuing Lender, in -------- its reasonable -------- discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, provided further that no -------- ------- Letter of Credit shall require -------- ------- payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.. (ii)

Notice of Issuance. Whenever the Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to the proposed Issuing Lender and the Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the Lender requested to issue the Letter of Credit, (b) the proposed date of issuance (which shall be a Business Day), (bc) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (cd) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (f) the name and address of the beneficiary, and (g) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. The Company shall notify the applicable Issuing Lender (and the Administrative Agent, if the Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which the Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit the Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which the Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires Borrowers desire the issuance of a ------------------ Letter of Credit, it they shall deliver to the Administrative Agent a an Issuance Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 1:00 p.m. (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuance Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fe) the name and address of the beneficiary, and (gf) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further further, that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company The Borrowers shall notify the applicable Issuing Lender (and the Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is Borrowers are required to certify in the applicable Issuance Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company Borrowers shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is Borrowers are required to certify in the applicable Notice of Issuance of Letter of CreditNotice.

Notice of Issuance. Whenever Company desires The U.S. Borrower shall give the issuance relevant L/C Issuer and the Administrative Agent a notice of a ------------------ any requested Issuance of any Letter of Credit, it which shall deliver to be effective only if received by such L/C Issuer and the Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no not later than 11:00 A.M. a.m. (New York City time) at least three on the third Business Days Day prior to the date of such requested Issuance. Such notice may be made in a writing substantially the form of Exhibit E duly completed or in a writing in any other form acceptable to such L/C Issuer (in the case of Standby Letters of Creditan “L/C Request”) or five Business Days (in the case of Commercial Letters of Credit)by telephone if confirmed promptly, or in each case such shorter period as may be agreed to by the Issuing Lender but in any particular instanceevent within one Business Day and prior to such Issuance, in advance of the proposed date of issuancewith such an L/C Request. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) Reporting Obligations of L/C Issuers. Each L/C Issuer agrees to provide the face amount of the Letter of CreditAdministrative Agent (which, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollarsafter receipt, the currency Administrative Agent shall provide to each Revolving Credit Lender), in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (f) the name form and address of the beneficiary, and (g) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior substance satisfactory to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lendereach of the following on the following dates: (i) on or prior to the issuance (A) any Issuance of any Letter of Credit in the event that by such L/C Issuer, (B) any of the matters to which Company is required to certify in the applicable Notice of Issuance of drawing under any such Letter of Credit is no longer true and correct as or (C) any payment (or failure to pay when due) by the U.S. Borrower of any related L/C Reimbursement Obligation, notice thereof, which shall contain a reasonably detailed description of such Issuance, drawing or payment, (ii) upon the request of the proposed date of issuance of such Letter of CreditAdministrative Agent (or any Revolving Credit Lender through the Administrative Agent), and upon the issuance copies of any Letter of Credit Company shall Issued by such L/C Issuer and any related L/C Reimbursement Agreement and such other documents and information as may reasonably be deemed to have re-certifiedrequested by the Administrative Agent and (iii) on the first Business Day of each calendar week, as a schedule of the date Letters of Credit Issued by such issuanceL/C Issuer, as in form and substance reasonably satisfactory to the matters to which Company is required to certify in Administrative Agent, setting forth the applicable Notice L/C Obligations for such Letters of Issuance Credit outstanding on the last Business Day of Letter of Credit.the previous calendar week. (d)

Notice of Issuance. Whenever Company the Borrower desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- EXHIBIT IV annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Each Notice of Issuance of Letter of Credit shall specify (a) contain the proposed date of issuance (which shall be a Business Day), (b) whether information indicated on the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (f) the name and address of the beneficiary, and (g) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Creditform thereof attached hereto as EXHIBIT IV; provided PROVIDED that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and providedPROVIDED FURTHER, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company The Borrower shall notify the applicable Issuing Lender (and Administrative the Agent, if Administrative the Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company the Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company the Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company the Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent and to the Lender which Company has requested to issue such Letter of Credit a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 1:00 P.M. (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the an Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (ai) the proposed date of issuance (which shall be a Business Daybusiness day under the laws of the jurisdiction of the Issuing Lender), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (cii) the face amount of the Letter of Credit, (diii) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (eiv) the expiration date of the Letter of Credit, (fv) the name and address of the beneficiary, and (gvi) either the Lender which Company has requested to issue such Letter of Credit; and such Notice of Issuance of Letter of Credit shall further certify that subsection 3.2B is satisfied on and as of the date of issuance of such Letter of Credit. As soon as practicable after delivery of such notice with respect to any Letter of Credit, the Issuing Lender for such Letter of Credit shall be determined as provided in subsection 2.8C(ii). Prior to the date of issuance, Company shall specify a precise description of the documents and the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents certificate to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its sole reasonable discretionjudgment, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments and certificates; and provided, provided further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is locatedLender) that such draft is presented if such presentation is made after 10:00 A.M. (11:00 a.m. in the time zone of such office of the Issuing Lender) Lender on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior In determining whether to the issuance of pay under any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, the Issuing Lender shall be responsible only to determine that the documents and upon the issuance of any certificates required to be delivered under that Letter of Credit Company shall be deemed to have re-certified, as been delivered and that they comply on their face with the requirements of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of that Letter of Credit.

Notice of Issuance. Whenever Company Borrower desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent Bank a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 10:00 A.M. (New York City Chicago time) at least three (3) Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (ai) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (cii) the face amount of the Letter of Credit, in Dollars (d) which amount, in the case of a drawing under a Letter of Credit which Company requests to be is denominated in a currency other than Dollars, shall be calculated by reference to the currency applicable Exchange Rate) as quoted by Bank to Borrower in which Company requests connection with such Letter of Credit to be issuedCredit, (eiii) the expiration date of the Letter of Credit, (fiv) the name and address of the beneficiary, and (gv) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender Bank to make payment under the Letter of Credit; provided that that, anything to the Issuing Lendercontrary in this Agreement notwithstanding, in -------- its reasonable discretionBorrower may, may require changes in the text with Bank's consent, deliver a Notice of the proposed Issuance of Letter of Credit or any electronically to Bank, in which such documents; event Borrower shall be deemed for all purposes hereunder and provided, further that no -------- ------- the other Loan Documents to have delivered a written Notice of Issuance of Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business dayhereunder. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) Bank prior to the issuance of any Letter of Credit in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company Credit, Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City Charlotte, NC time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fe) the name and address of the beneficiary, and (gf) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require -------- changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment -------- ------- against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires Borrowers desire the issuance of a ------------------ Letter of Credit, it they shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit EXHIBIT III ----------- annexed hereto no later than 11:00 A.M. 1:00 P.M. (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (ec) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided PROVIDED that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and providedPROVIDED, further FURTHER that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day Business Day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. 12:00 Noon (in the time zone of such office of the Issuing Lender) on such business dayBusiness Day. Company Borrowers shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is Borrowers are required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company Borrowers shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company Borrowers is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative the proposed Issuing Lender (with copy to Agent if Agent is not the proposed Issuing Lender) a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 1:00 P.M. (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance), in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the Revolving Lender requested to issue the Letter of Credit, (b) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fe) the name and address of the beneficiary, (f) if such Letter of Credit is proposed to be issued for the account of a wholly-owned Subsidiary of Company, the name of such Subsidiary, and (g) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary in substantial compliance with the terms and conditions of the Letter of Credit prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company Borrower desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit EXHIBIT III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (ec) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, (e) whether the Letter of Credit will be a Documentary Letter of Credit, and (gf) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided PROVIDED that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and providedPROVIDED, further FURTHER that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. 12:00 Noon (in the time zone of such office of the Issuing Lender) on such business day. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to the proposed Issuing Lender (with a copy to Domestic Administrative Agent if Domestic Administrative Agent is not the proposed Issuing Lender) a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 12:00 noon (New York City time) at least three five (5) Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the any Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the Domestic Lender requested to issue the Letter of Credit, (b) whether such Letter of Credit is to be a Commercial Letter of Credit or a Standby Letter of Credit, (c) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (cd) the face amount of the Letter of Credit, (de) in the case of a whether such Letter of Credit which Company requests is to be denominated in a currency other than Dollars or Canadian Dollars, the currency in which Company requests such Letter of Credit to be issued, (ef) the expiration date of the Letter of Credit, (fg) the name and address of the beneficiary, and (gh) either a summary of the verbatim purpose of such Letter of Credit. At least two (2) Business Days prior to the proposed date of issuance, Company shall specify to the Issuing Lender the proposed text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to in substantial compliance with such terms and conditions and on or before the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretionjudgment, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments or certificates; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. 11:00 a.m. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Domestic Administrative Agent, if Domestic Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Credit, Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company Borrower desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent Bank a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 10:00 A.M. (New York City Chicago time) at least three (3) Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (ai) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (cii) the face amount of the Letter of Credit, in Dollars (d) which amount, in the case of a drawing under a Letter of Credit which Company requests to be is denominated in a currency other than Dollars, shall be calculated by reference to the currency applicable Exchange Rate) as quoted by Bank to Borrower in which Company requests connection with such Letter of Credit to be issuedCredit, (eiii) the expiration date of the Letter of Credit, (fiv) the name and address of the beneficiary, and (gv) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender Bank to make payment under the Letter of Credit; provided that that, anything to the Issuing Lendercontrary in this Agreement notwithstanding, in -------- its reasonable discretionBorrower may, may require changes in the text with Bank's consent, deliver a Notice of the proposed Issuance of Letter of Credit or any electronically to Bank, in which such documents; event Borrower shall be deemed for all purposes hereunder and provided, further that no -------- ------- the other Loan Documents to have delivered a written Notice of Issuance of Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business dayhereunder. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) Bank prior to the issuance of any Letter of Credit in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company Credit, Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.the

Notice of Issuance. Whenever Company desires Borrowers desire the issuance of a ------------------ Letter of Credit, it they shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- VI annexed hereto no later than 11:00 A.M. (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the applicable Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fe) the name and address of the beneficiary, and (gf) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the applicable Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company Borrowers shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is Borrowers are required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company Borrowers shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is Borrowers are required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 5:00 P.M. (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fe) the name and address of the beneficiary, and (gf) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. 12:00 Noon (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires To request the issuance Issuance of a ------------------ Participated Letter of Credit, it the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Fronting Bank) to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. applicable Fronting Bank (New York City timewhich will promptly notify the Lenders) at least three 3 Business Days in advance of the requested date of Issuance (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed is acceptable to by the Issuing Lender in applicable Fronting Bank, including with respect to any particular instance, in advance of request for the proposed date of issuance. The Notice of Issuance of a Participated Letter of Credit shall specify on the Restatement Date, subject to approval by the applicable Fronting Bank) a notice in a form reasonably acceptable to the applicable Fronting Bank (aa “Participated Letter of Credit Notice”) requesting the proposed Issuance of a Participated Letter of Credit, or identifying the Participated Letter of Credit to be amended, renewed, extended or increased, as the case may be, and specifying the date of issuance Issuance (which shall be a Business Day), (b) whether the date on which such Participated Letter of Credit is to be a Standby Letter expire (which shall comply with Section 3.2(c)), the amount of Credit or a Commercial such Participated Letter of Credit, (c) the face amount Applicable Currency of the such Participated Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (f) the name and address of the beneficiary, beneficiary thereof and (g) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofof (and such other information as shall be necessary to prepare, including a precise description of any documents to be presented by amend, renew, extend or increase, as the beneficiary which, if presented by the beneficiary prior to the expiration date of the case may be) such Participated Letter of Credit, would require it being understood and agreed that Participated Letters of Credit may be extended and renewed in accordance with Section 3.2(c). If requested by any Fronting Bank, the Issuing Lender to make payment under the applicable Borrower shall submit a letter of credit application on such Fronting Bank’s standard form (with such changes as such Fronting Bank shall reasonably deem appropriate) in connection with any request for a Participated Letter of Credit; provided that . In the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance event of any Letter inconsistency between the terms and conditions of Credit in this Agreement and the event that terms and conditions of any form of the matters letter of credit application submitted by any Borrower to which Company is required such Fronting Bank relating to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such any Participated Letter of Credit, the terms and upon the issuance conditions of any Letter of Credit Company this Agreement shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Creditcontrol.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit EXHIBIT III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of CreditCredit and Letters of Credit denominated in an Offshore Currency), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollarsan Offshore Currency, the currency Applicable Currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (f) the name and address of the beneficiary, and (g) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided PROVIDED that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and providedPROVIDED, further FURTHER that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company the Borrower desires the issuance of a ------------------ Letter of Credit, it shall deliver to the Issuing Lender and the Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed EXHIBIT E hereto no later than 11:00 A.M. 1:00 P.M. (New York City Detroit time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Each Notice of Issuance of Letter of Credit shall specify (ai) the proposed Issuing Lender for the requested Letter of Credit, (ii) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (ciii) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (eiv) the expiration date of the Letter of Credit, (fv) the name and address of the beneficiary, (vi) a summary of the purpose and (g) either the verbatim text of the proposed such Letter of Credit or the proposed terms Credit, and conditions thereof, including (vii) a precise description of the documents and the proposed text of any documents certificate to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its sole reasonable discretionjudgment, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments and certificates; and provided, provided further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) Business Day that such draft is presented if such presentation is made after 10:00 11:00 A.M. (in the time zone of such office of the Issuing LenderDetroit time) on such business dayBusiness Day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior In determining whether to the issuance of pay under any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, the Issuing Lender shall be responsible only to determine that the documents and upon the issuance of any certificates required to be delivered under that Letter of Credit Company shall be deemed to have re-certified, as been delivered and that they comply on their face with the requirements of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of that Letter of Credit.

Notice of Issuance. Whenever the Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to the Issuing Bank, at the Letter of Credit Issuing Office, and the Administrative Agent Agent, at the Funding and Payment Office, a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three five (5) Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender Bank in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter face amount of Credit is to be a Standby Letter of Credit or a Commercial maximum aggregate liability under, as applicable, the Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender Bank to make payment under the Letter of Creditthereunder; provided that the Issuing LenderBank, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments or certificates; and provided, provided further that no -------- ------- Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender Bank to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing LenderBank) on such business dayBusiness Day. The Company shall notify the applicable Issuing Lender (Bank and Administrative Agent, if the Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which the Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Credit, the Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which the Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- IV annexed hereto no later than 11:00 10:00 A.M. (New York City Pacific time) at least three 5 Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender Administrative Agent in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (ec) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender Administrative Agent to make payment under the Letter of Credit; provided that the Issuing LenderAdministrative Agent, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments or certificates; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender Administrative Agent to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing LenderAdministrative Agent) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent either an original or a Notice facsimile (provided that an original be delivered to -------- Administrative Agent the day following Administrative Agent's receipt of the facsimile) Request for Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Request for Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (ec) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require -------- changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Request for Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Request for Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires To request the issuance Issuance of a ------------------ Syndicated Letter of Credit, it the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the L/C Agent) to Administrative the L/C Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. (New York City time) at least three Business Days in advance of the requested date of Issuance (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed is acceptable to by the Issuing Lender in L/C Agent, including with respect to any particular instance, in advance request for the issuance of the proposed date of issuance. The Notice of Issuance of a Syndicated Letter of Credit shall specify on the Effective Date) a notice in a form reasonably acceptable to the L/C Agent (aa “Syndicated Letter of Credit Notice”) requesting the proposed Issuance of a Syndicated Letter of Credit, or identifying the Syndicated Letter of Credit to be amended, renewed, extended or increased, as the case may be, and specifying the date of issuance Issuance (which shall be a Business 55 Day), (b) whether the date on which such Syndicated Letter of Credit is to be a Standby Letter expire (which shall comply with Section 3.01(c)), the amount of Credit or a Commercial such Syndicated Letter of Credit, (c) the face amount Applicable Currency of the such Syndicated Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (f) the name and address of the beneficiary, beneficiary thereof and (g) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofof (and such other information as shall be necessary to prepare, including a precise description of any documents to be presented by amend, renew, extend or increase, as the beneficiary which, if presented by the beneficiary prior to the expiration date of the case may be) such Syndicated Letter of Credit, would require it being understood and agreed that Syndicated Letters of Credit may be extended and renewed in accordance with Section 3.01(c). If requested by the Issuing Lender to make payment under L/C Agent, the applicable Borrower shall submit a letter of credit application on the L/C Agent’s standard form (with such changes as the L/C Agent shall reasonably deem appropriate) in connection with any request for a Syndicated Letter of Credit; provided that . In the Issuing Lender, in -------- its reasonable discretion, may require changes in event of any inconsistency between the text terms and conditions of this Agreement and the proposed Letter terms and conditions of Credit or any such documents; and provided, further that no -------- ------- Letter form of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws letter of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior credit application submitted by any Borrower to the issuance of L/C Agent relating to any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Syndicated Letter of Credit, the terms and upon the issuance conditions of any Letter of Credit Company this Agreement shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Creditcontrol.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Request for Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Request for Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) the expiration date of the Letter of Credit, (e) the name and address of the beneficiary, (f) that, after giving effect to the requested Letter of Credit, the Total Utilization of Tranche A Revolving Loan Commitments will not exceed the Tranche A Revolving Loan Commitments then in effect, (g) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (f) the name and address of the beneficiary, issued and (gh) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary in conformity with the terms and conditions of the Letter of Credit prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable -------- discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company it is required to certify in the applicable Notice of Request for Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company it shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company it is required to certify in the applicable Notice of Request for Issuance of Letter of Credit.

Notice of Issuance. Whenever Company the Borrower desires the issuance of a ------------------ Letter of Credit, it shall deliver to the Administrative Agent a an Issuance Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 3:00 p.m. (New York City Eastern time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuance Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the currency and face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fe) the name and address of the beneficiary, and (gf) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of CreditCredit and (g) the applicable Issuing Lender; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further further, that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company The Borrower shall notify the applicable Issuing Lender (and the Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company the Borrower is required to certify in the applicable Issuance Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company the Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company the Borrower is required to certify in the applicable Notice of Issuance of Letter of CreditNotice.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City Chicago time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or [a Commercial Letter of Credit], (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fe) the name and address of the beneficiary, and (gf) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require -------- changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against -------- ------- a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company an Obligor desires the issuance of ------------------ a ------------------ Letter of Credit, it shall deliver deliver, in case of a Participated Letter of Credit, to Administrative Agent Agent, or in case of a Notice of Issuance of Non-Participated Letter of Credit Credit, to the Issuing Bank (with a copy to Administrative Agent), an L/C Request substantially in the form of Exhibit III ----------- annexed hereto K hereto, accompanied by an executed application for issuance of such Letter of Credit in the standard form then utilized by the Issuing Bank, no later than 11:00 A.M. (New York City time) at least three two Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender Bank in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit L/C Request shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit (and, if a Commercial Letter of Credit, whether such Commercial Letter of Credit is to be a Usance Letter of Credit), (c) the face amount of the Letter of Credit, which shall be a minimum of One Million Dollars (d$1,000,000) in the case of a Participated Letter of Credit which Company requests to be denominated in is a currency other than Dollars, the currency in which Company requests such Commercial Letter of Credit to be issuedCredit, (ed) the expiration date of the Letter of Credit, (e) whether the Letter of Credit is to be a Participated Letter of Credit or a Non-Participated Letter of Credit, (f) the name and address of the beneficiary, and (g) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender Bank to make payment (including pursuant to an Accepted Time Draft) under the Letter of Credit and (g) the purpose of the proposed Letter of Credit; provided that the Issuing Lender-------- Bank, in -------- its reasonable discretion, may require require, subject to the consent by the Obligor that requested such Letter of Credit, changes in the text of the proposed Letter of Credit or any such documents, and the date of issuance of such Letter of Credit shall be extended until such changes have been agreed to by such Obligor (it being understood that the Issuing Bank shall not be obligated to issue any Letter of Credit if such changes are not agreed to by such Obligor); and provided, further that no -------- ------- Letter of Credit shall require -------- ------- payment against (or, in the case of a Usance Letter of Credit, acceptance of) a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender Bank to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone presented. The Obligor requesting any Letter of such office of the Issuing Lender) on such business day. Company Credit shall notify the applicable Issuing Lender Bank (and Administrative Agent, if Administrative Agent Citibank is not such Issuing LenderBank) prior to the issuance of any such Letter of Credit in the event that any of the matters to which Company such Obligor is required to certify in the applicable Notice of Issuance of Letter of Credit L/C Request is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company such Obligor shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company such Obligor is required to certify in the applicable Notice of Issuance of Letter of CreditL/C Request.

Notice of Issuance. Whenever Company any Borrower desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent (with a copy to Agent or such other proposed Issuing Lender approved by the Administrative Agent) a Notice of Issuance of Letter of Credit substantially in the form of Exhibit EXHIBIT III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City timeLocal Time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (dc) in the case of a applicable currency the Letter of Credit which Company requests is requested to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issuedin, (ed) the expiration date of the Letter of Credit, (fe) the name and address of the beneficiary, and (gf) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided PROVIDED that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and providedPROVIDED, further FURTHER that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company The Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such (with a copy to Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company it is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company it is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. (New York City Dallas, Texas time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (ec) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 10:00 A.M. (New York City San Francisco time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (dc) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (ed) the expiration date of the Letter of Credit, (fe) the name and address of the beneficiary, and (gf) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documentsCredit; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct in all material respects as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (f) the name and address of the beneficiary, and (g) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit, and (h) that, after giving effect to the issuance of the Letter of Credit, the Total Utilization of Revolving Loan Commitments will not exceed the Revolving Loan Commitments then in effect or the Borrowing Base then in effect; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is REVOLVING LOAN CREDIT AGREEMENT EXECUTION 67 75 located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company Borrower desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent and Fronting Bank a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto written notice no later than 11:00 A.M. 1:00 P.M. (New York City time) at least three ten Business Days (in the case of Standby Letters of Credit) ), or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender Fronting Bank in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit That notice shall specify (ai) the proposed date of issuance issuance, amendment, renewal or extension (which shall be a Business Daybusiness day under the laws of the jurisdiction of Fronting Bank), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (cii) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (eiii) the expiration date of the Letter of CreditCredit (which shall comply with Subsection 2.1A), (fiv) the name and address of the beneficiary, (v) the Benefitted Subsidiary or Benefitted Subsidiaries, if any, with respect to such Letter of Credit and the amount inuring to the benefit of each such Benefitted Subsidiary and (gvi) either the currency in which the Letter of Credit is requested to be denominated (which shall be Dollars or, subject to subsection 2.1A, a Freely Available Foreign Currency). Prior to the date of issuance, Borrower shall specify a precise description of the documents and the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents certificate to be presented by the beneficiary whichof such Letter of Credit, which if presented by the such beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender Fronting Bank to make payment under the Letter of Credit; provided that the Issuing LenderFronting Bank, in -------- its sole reasonable discretionjudgment, may require changes in the text of the proposed Letter of Credit or any such documents; documents and providedcertificates, and provided further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is locatedFronting Bank) that such draft is presented if such presentation is made after 10:00 11:00 A.M. (in the time zone of such office of the Issuing Lender) Fronting Bank on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior In determining whether to the issuance of pay under any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, Fronting Bank shall be responsible only to determine that the documents and upon the issuance of any certificates required to be delivered under that Letter of Credit Company shall be deemed to have re-certified, as been delivered and that they comply on their face with the requirements of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of that Letter of Credit.. Promptly after receipt of a notice of issuance of a Letter of Credit, Administrative Agent shall notify each Lender of the proposed issuance and the amount of each Lender's respective participation therein, determined in accordance with subsection 2.1A.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Issuing Bank (with a copy to Agent if Agent is not Issuing Bank) a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 1:00 p.m. (New York City time) at least three four Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender Bank in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (ai) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (cii) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (eiii) the expiration date of the Letter of Credit, (fiv) the name and address of the beneficiary, and (gv) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, Credit would require the Issuing Lender issuing bank to make payment under the Letter of Credit; provided that the Issuing Lender, Bank in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provideddocuments or certificates, further including that no -------- ------- such Letter of Credit shall require payment against a conforming draft to be made thereunder on governed by the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business dayUniform Customs and Practices publication number 500. Company shall notify the applicable Issuing Lender Bank (and Administrative Agent, if Administrative Agent is not such Issuing LenderBank) prior to the issuance of any Letter of Credit in the event that if any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Credit, Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company Account Party desires the issuance of a ------------------ Letter of Credit, it shall deliver to Issuing Bank (with a copy to Administrative Agent Agent) a Notice of Issuance of Letter of Credit substantially request in the form of Exhibit III ----------- annexed hereto a Letter of Credit Application appropriately completed and signed by a Responsible Officer of Account Party no later than 11:00 A.M. a.m. (New York City time) at least three two Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to in a particular instance by the Issuing Lender Bank and Administrative Agent in their sole discretion in any particular instance, in advance of the proposed date of issuance. The Notice In the case of Issuance a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to Issuing Bank: (a) the proposed issuance date of issuance the requested Letter of Credit (which shall be a Business Day), ; (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, amount thereof; (c) the face amount of the Letter of Credit, expiry date thereof; (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (f) the name and address of the beneficiary, and beneficiary thereof (gwhich shall be the DOE); (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by such beneficiary in case of any drawing thereunder; (f) the beneficiary which, if full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (g) such other matters as Issuing Bank may reasonably require. In the beneficiary prior to the expiration date case of the a request for an amendment, extension, replacement or renewal of any outstanding Letter of Credit, would require the such Letter of Credit Application shall specify in form and detail satisfactory to Issuing Lender to make payment under Bank (a) the Letter of CreditCredit to be amended, extended, replaced or renewed; provided that (b) the Issuing Lenderproposed date of amendment, in -------- its reasonable discretionextension, may require changes in replacement or renewal thereof (which shall be a Business Day); (c) the text nature of the proposed amendment or modification; and (d) such other matters as Issuing Bank may reasonably require. Additionally, Account Party shall furnish to Issuing Bank and Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance, amendment, extension, replacement or renewal as Issuing Bank or Administrative Agent may reasonably require. Promptly after receipt of any Letter of Credit Application, Issuing Bank shall confirm with Administrative Agent (by telephone or writing) that Administrative Agent has received a copy of such Letter of Credit Application from Account Party and, if not, Issuing Bank will provide Administrative Agent with a copy thereof. Unless Issuing Bank has received a notice from Administrative Agent, at least one Business Day prior to the requested date of issuance, amendment, extension, replacement or renewal of the applicable Letter of Credit, that one or more applicable conditions set forth in Section 3.2 shall not then be satisfied or waived, then subject to the terms and conditions in this Section 2.1, Issuing Bank shall, on the requested date, issue, amend, extend, replace or renew the Letter of Credit in accordance with Issuing Bank’s standard operating procedures. Promptly after its delivery of any Letter of Credit or any such documents; and provided, further that no -------- ------- amendment or other modification to a Letter of Credit shall require payment against to an advising bank with respect thereto or to the beneficiary thereof, Issuing Bank will also deliver to Account Party and Administrative Agent a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone true and complete copy of such office Letter of the Issuing Lender) on such business dayCredit or amendment. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to Upon the issuance of any Letter of Credit in the event that any of the matters Credit, amendment or other modification to which Company is required to certify in the applicable Notice of Issuance of a Letter of Credit is no longer true and correct as Credit, Administrative Agent shall promptly notify each Lender of the proposed date of issuance such issuance, amendment or other modification, which notice shall be accompanied by a copy of such Letter of Credit, and upon the issuance of any amendment or other modification to a Letter of Credit Company shall be deemed to have re-certified, as of and the date amount of such issuance, as to the matters to which Company is required to certify Lender’s respective participation in the applicable Notice of Issuance of such Letter of CreditCredit pursuant to Section 2.1(e).

Notice of Issuance. Whenever Company a Borrower desires the issuance of a ------------------ Letter of Credit, it shall deliver to the Issuing Lender, with a copy to Administrative Agent a Agent, an irrevocable written Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City San Francisco time) at least three Business Days (five Business Days in the case of Standby Letters of Credit) or five Business Days (in the case of a Commercial Letters Letter of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Commercial Letter of Credit or a Commercial Standby Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such the Letter of Credit to shall be issueddenominated, (e) the expiration date of the Letter of Credit, (f) the name and address of the beneficiary, and (g) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of CreditCredit and (h) such other matters as the Issuing Lender may reasonably require; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit . The requesting Borrower shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of notify the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company such Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company such Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company such Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to the Issuing Bank, at the Letter of Credit Issuing Office, and the Administrative Agent Agent, at the Funding and Payment Office, a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three (3) Business Days (in the case of Standby Stand By Letters of CreditCredit and five (5) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender Bank in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter face amount of Credit is to be a Standby Letter of Credit or a Commercial maximum aggregate liability under, as applicable, the Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender Bank to make payment under the Letter of Creditthereunder; and provided that the -------- Issuing LenderBank, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments or certificates; and provided, provided further that no -------- ------- Letter of Credit shall require payment against a -------- ------- conforming draft or other request for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender Bank to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing LenderBank) on such business dayBusiness Day. Company shall notify the applicable Issuing Lender Bank (and the Administrative Agent, if Administrative Agent is not such Issuing LenderBank) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Credit, Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent either an original or a Notice facsimile (provided that an original be delivered to Administrative Agent the day following Administrative Agent's receipt of the facsimile) Request for Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Request for Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (ec) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Request for Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Request for Issuance of Letter of Credit.

Notice of Issuance. (a) Whenever the Company desires the issuance Issuance of a ------------------ Letter of Credit, it the Company shall deliver to the Administrative Agent a Notice of Issuance of Letter of Credit substantially an L/C Request, in the form of attached to this Agreement as Exhibit III ----------- annexed hereto no A-2, not later than 11:00 A.M. 2:00 p.m. (New York City time) ), at least three one (1) Business Days Day (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, Administrative Agent) in advance of the proposed date of issuanceIssuance. The Notice Upon receipt of Issuance of an L/C Request, the Administrative Agent shall pass on the request to the Issuing Bank indicating its approval to issue the requested Letter of Credit by adding its signature to the L/C Request. If required to do so by the Issuing Bank, the Company shall specify (a) provide the proposed date Issuing Bank with such Issuing Bank's letter of issuance (which credit application. The transmittal by the Company of each L/C Request shall be deemed to be a Business Day), (b) whether representation and warranty by the Company that the Letter of Credit is may be Issued in accordance with and will not violate any of the requirements of Section 3.01. Prior to be a Standby Letter the Issuance of Credit or a Commercial each Letter of Credit, (c) the face amount of Company shall provide to the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (f) the name and address of the beneficiary, and (g) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including applicable Issuing Bank a precise description of the documents and the text of any documents certificate to be presented by the beneficiary of such Letter of Credit which, if presented by the such beneficiary on or prior to the expiration date of the Letter of Credit, would require the such Issuing Lender Bank to make payment under the Letter of Credit; provided that the . The Issuing LenderBank, in -------- its reasonable discretionjudgment, may require changes in the text of the proposed Letter of Credit or any such documents; documents and provided, further that no -------- ------- certificates. No Commercial Letter of Credit shall require payment against a conforming draft document to be made thereunder on prior to the same business day second Business Day (under the laws of the jurisdiction in which the office of the Issuing Lender to Bank) after the date on which such draft document is presented, together with all documents and/or certificates required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in connection therewith under the time zone of such office terms of the Issuing Lender) on such business dayapplicable Letter of Credit. Company shall notify A L/C Request and/or letter of credit application may be given in writing or electronically and, if requested by the Administrative Agent or the applicable Issuing Lender (and Administrative AgentBank, if Administrative Agent is not such Issuing Lender) prior to the issuance with prompt confirmation in writing. Any electronic L/C Request or letter of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company credit application shall be deemed to have re-certifiedbeen prepared by, as or under the supervision of a Responsible Officer of the date Company. In the event of such issuanceany conflict between the terms and conditions of any letter of credit application and this Agreement, as to the matters to which Company is required to certify in the applicable Notice terms and conditions of Issuance of Letter of Creditthis Agreement will govern.

Notice of Issuance. Whenever Company any Borrower desires the issuance of a ------------------ Letter of Credit, it shall deliver to the Administrative Agent a Notice of Request for Issuance of Letter of Credit substantially in the form of Exhibit III ----------- M annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Request for Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fe) the name and address of the beneficiary, and (gf) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company Borrowers shall notify the applicable Issuing Lender (and the Administrative Agent, if the Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is Borrowers are required to certify in the applicable Notice of Request for Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company Borrowers shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is Borrowers are required to certify in the applicable Notice of Request for Issuance of Letter of Credit.

Notice of Issuance. Whenever Company Borrower desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- EXHIBIT XIII annexed hereto no later than 11:00 A.M. 12:00 Noon (New York, New York City time) at least three (3) Business Days (in the case of Standby Letters of Credit) or five (5) Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (ai) the proposed date of issuance (which shall be a Business Day), (bii) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (ciii) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (eiv) the expiration date of the Letter of Credit, (fv) the name and address of the beneficiary, and (gvi) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments or certificates; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day Business Day (under the laws of the jurisdiction in which the office of the such Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business dayBusiness Day. Company Borrower shall promptly notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to the proposed Issuing Lender and Administrative Agent a Notice of Issuance of Request to Issue Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the proposed Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Request to Issue Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (ec) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, beneficiary and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Request to Issue Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Request to Issue Letter of Credit. All Letters of Credit (as defined in the Existing Credit Agreement) issued by a Person that is a Revolving Lender hereunder and outstanding on the Closing Date (each, an “Existing Letter of Credit”) shall be deemed issued under and pursuant to this subsection 3.1B(i) as of the Closing Date and shall be treated as Letters of Credit for all purposes under this Agreement from and after such date, with the issuer of each Existing Letter of Credit being deemed to be an Issuing Lender with respect thereto.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fe) the name and address of the beneficiary, and (gf) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Chase Co- Administrative Agent Agent, at the Funding and Payment Office, a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter face amount of Credit is to be a Standby Letter of Credit or a Commercial maximum aggregate liability under, as applicable, the Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments or certificates; and provided, provided further that no -------- ------- Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Chase Co-Administrative Agent, if Chase Co-Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Credit, Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent Agent, at the Funding and Payment Office, a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter face amount of Credit is to be a Standby Letter of Credit or a Commercial maximum aggregate liability under, as applicable, the Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments or certificates; and provided, provided further that no -------- ------- Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same business day Business Day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business dayBusiness Day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Credit, Company shall be deemed to have re-certifiedrecertified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. (New York City time) at least three ten Business Days (in the case of Standby Letters of Credit) ), or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (ec) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require -------- changes in the text of the proposed Letter of Credit or any such documentsdocuments or certificates; and provided, further that no -------- ------- Letter of Credit shall -------- ------- require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to the proposed Issuing Lender and Administrative Agent a Notice of Issuance of Request to Issue Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the proposed Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Request to Issue Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (ec) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, beneficiary and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Request to Issue Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Request to Issue Letter of Credit. All Letters of Credit (as defined in the Existing Credit Agreement) issued by a Person that is a Revolving Lender hereunder and outstanding on the Term Loan Funding Date (each, an “Existing Letter of Credit”) shall be deemed issued under and pursuant to this subsection 3.1B(i) as of the Term Loan Funding Date and shall be treated as Letters of Credit for all purposes under this Agreement from and after such date.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit EXHIBIT III ----------- annexed hereto no later than 11:00 A.M. (New York City 10:00 A.M., Los Angeles time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (f) the name and address of the beneficiary, and (g) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided PROVIDED that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and providedPROVIDED, further FURTHER that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires To request the Issuance of a Fronted Letter of Credit (or the extension, increase, amendment or renewal of any existing Fronted Letter of Credit), the applicable Borrower shall hand deliver (or transmit by electronic communication, if arrangements for doing so have been approved by the Fronting Bank; provided that the Fronting Bank hereby approves such electronic communication delivered by email) to the Fronting Bank and the Administrative Agent (which shall promptly notify the Lenders) not later than 11:00 a.m. (New York city time) three (3) Business Days in advance of the requested date of issuance (or such shorter period as is acceptable to the Administrative Agent and the Fronting Bank, including any request for the issuance of a ------------------ Fronted Letter of Credit on the Closing Date, subject to approval by the Administrative Agent and the Fronting Bank) a letter of credit notice on the Fronting Bank’s standard form (with such changes as the Fronting Bank shall reasonably deem appropriate) or other electronic notice acceptable to the Fronting Bank (a “Fronted Letter of Credit Notice”) requesting the issuance of a Fronted Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of or identifying the Fronted Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. (New York City time) at least three Business Days (in to be amended, renewed, extended or increased, as the case of Standby Letters of Credit) or five Business Days may be, and specifying: (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (aA) the proposed date of issuance (which shall be a Business Day), (bB) whether the date on which such Fronted Letter of Credit is to be a Standby expire (which shall comply with SECTION 3.04), (C) the stated amount of such Fronted Letter of Credit (it being agreed that all Fronted Letters of Credit shall be issued in Dollars or a Commercial Letter of Creditany Alternative Currency), (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fD) the name and address of the beneficiary, beneficiary thereof and (gE) either such other customary information as shall be necessary to prepare, amend, renew, extend or increase, as the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofcase may be, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the such Fronted Letter of Credit, would require it being understood and agreed that Fronted Letters of Credit may be extended and renewed in accordance with SECTION 3.04. In the Issuing Lender to make payment under event of any inconsistency between the Letter terms and conditions of Credit; provided that this Agreement and the Issuing Lender, in -------- its reasonable discretion, may require changes in the text terms and conditions of the proposed any Fronted Letter of Credit Notice or any such documents; and provided, further that no -------- ------- other Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify Document submitted by the applicable Issuing Lender (and Administrative AgentBorrower to, if Administrative Agent is not such Issuing Lender) prior or entered into by the applicable Borrower with, the Fronting Bank relating to the issuance of any Fronted Letter of Credit in issued for its account, the event that any terms and conditions of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company this Agreement shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Creditcontrol.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative the proposed Issuing Lender (with a copy to Agent if Agent is not the proposed Issuing Lender) a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 10:00 A.M. (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, ) in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the Revolving Lender requested to issue the Letter of Credit, (b) the proposed date of issuance (which shall be a Business Day), (bc) the face amount of the Letter of Credit, (d) the expiration date of the Letter of Credit, (e) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (f) the name and address of the beneficiary, and (g) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments or certificates; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the Borrowers desire the issuance of a ------------------ Letter of Credit, it they shall deliver to the applicable Issuing Bank, at the applicable Letter of Credit Issuing Office, and the Administrative Agent Agent, at the applicable Funding and Payment Office, a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. a.m. (New York City time) at least three five (5) Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the such Issuing Lender Bank in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter 72 CREDIT AGREEMENT of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, (e) the currency in which such Letter of Credit is to be denominated (which shall be U.S. Dollars or Canadian Dollars) and (gf) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the such Issuing Lender Bank to make payment under the Letter of Creditthereunder; provided that the such Issuing LenderBank, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments or certificates; and provided, provided further that no -------- ------- Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the such Issuing Lender Bank to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. a.m. (in the time zone of such office of the such Issuing LenderBank) on such business dayBusiness Day. Company At the request of the Issuing Bank, the Borrowers shall also complete and submit such Issuing Bank’s standard letter of credit application form. The Borrowers shall notify such Issuing Bank and the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is the Borrowers are required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company Credit, the Borrowers shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is the Borrowers are required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Documentary Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Documentary Credit substantially in the form of Exhibit EXHIBIT III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City San Francisco time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Documentary Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Documentary Credit is to be a Commercial Documentary Credit, a Standby Letter of Documentary Credit or a Commercial Letter of Midland Standby Documentary Credit, (c) the face amount of the Letter of Documentary Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Documentary Credit, (fe) the name and address of the beneficiary, and (gf) either the verbatim text of the proposed Letter of Documentary Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Documentary Credit, would require the Issuing Lender to make payment under the Letter of Documentary Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Documentary Credit or any such documents; and provided, further that no -------- ------- Letter of Documentary Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Documentary Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Documentary Credit is no longer true and correct as of the proposed date of issuance of such Letter of Documentary Credit, and upon the issuance of any Letter of Documentary Credit Company shall (unless Company has so notified Administrative Agent) be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Documentary Credit. On the Closing Date, all Existing Documentary Credits shall be deemed to have been made under this Agreement. The expiration date for such Existing Documentary Credits shall be the existing expiration date for such Existing Documentary Credits.

Notice of Issuance. Whenever Company an Obligor desires the issuance of ------------------ a ------------------ Letter of Credit, it shall deliver deliver, in case of a Participated Letter of Credit, to Administrative Agent Agent, or in case of a Notice of Issuance of Non-Participated Letter of Credit Credit, to the Issuing Bank (with a copy to Administrative Agent), an L/C Request substantially in the form of Exhibit III ----------- annexed hereto K hereto, accompanied by an --------- executed application for issuance of such Letter of Credit in the standard form then utilized by the Issuing Bank, no later than 11:00 A.M. (New York City time) at least three two Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender Bank in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit L/C Request shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit (and, if a Commercial Letter of Credit, whether such Commercial Letter of Credit is to be a Usance Letter of Credit), (c) the face amount of the Letter of Credit, which shall be a minimum of One Million Dollars (d$1,000,000) in the case of a Participated Letter of Credit which Company requests to be denominated in is a currency other than Dollars, the currency in which Company requests such Commercial Letter of Credit to be issuedCredit, (ed) the expiration date of the Letter of Credit, (e) whether the Letter of Credit is to be a Participated Letter of Credit or a Non-Participated Letter of Credit, (f) the name and address of the beneficiary, and (g) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender Bank to make payment (including pursuant to an Accepted Time Draft) under the Letter of Credit and (g) the purpose of the proposed Letter of Credit; provided that the Issuing Lender-------- Bank, in -------- its reasonable discretion, may require require, subject to the consent by the Obligor that requested such Letter of Credit, changes in the text of the proposed Letter of Credit or any such documents, and the date of issuance of such Letter of Credit shall be extended until such changes have been agreed to by such Obligor (it being understood that the Issuing Bank shall not be obligated to issue any Letter of Credit if such changes are not agreed to by such Obligor); and provided, further that no Letter -------- ------- Letter of Credit shall require payment against (or, in the case of a Usance Letter of Credit, acceptance of) a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender Bank to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone presented. The Obligor requesting any Letter of such office of the Issuing Lender) on such business day. Company Credit shall notify the applicable Issuing Lender Bank (and Administrative Agent, if Administrative Agent Citibank is not such Issuing LenderBank) prior to the issuance of any such Letter of Credit in the event that any of the matters to which Company such Obligor is required to certify in the applicable Notice of Issuance of Letter of Credit L/C Request is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company such Obligor shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company such Obligor is required to certify in the applicable Notice of Issuance of Letter of CreditL/C Request.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to the proposed Issuing Lender (with a copy to Administrative Agent, if Administrative Agent is not the proposed Issuing Lender) a Notice of Request For Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 10:00 A.M. (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Request For Issuance of Letter of Credit shall specify (a) the Lender requested to issue the Letter of Credit, (b) the proposed date of issuance (which shall be a Business Day), (bc) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (cd) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (f) the name and address of the beneficiary, and (g) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business daydocuments or certificates. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Request For Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Request For Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Request to Issue a Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. (New York City time) at least three ten Business Days (in the case of Standby Letters of Credit) ), or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Request to Issue a Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (ec) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business daydocuments or certificates. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Request to Issue a Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Request to Issue a Letter of Credit.

Notice of Issuance. Whenever Company desires to cause the issuance of a ------------------ Letter of Credit, it Company shall deliver to Administrative Agent a Notice of Issuance of Request for Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. A M. (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuanceissuance or such shorter time as may be agreed to by any Issuing Lender in any particular instance. The Notice of Issuance of Letter of Credit notice shall specify (ai) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (cii) the face stated amount of the Letter of Credit, (diii) in the case effective date of a the Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issuedCredit, (eiv) the expiration date of the Letter of Credit, (fv) the name and address of the beneficiary, and shall include such other documents or materials as the Issuing Lender may reasonably request, (gvi) either the Benefitted subsidiary or Benefitted Subsidiaries, if any, with respect to such Letter of Credit and the amount inuring to the benefit of each such Benefitted Subsidiary, and (vii) the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofconditions, including a precise description of any documents documentation required to be presented complied with by the beneficiary which, if presented complied with by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in any such documentation; provided further that the text of the proposed Issuing Lender shall not be required to issue any Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require by its terms requires payment thereunder against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is locatedLender) that such draft is presented if such presentation is made after 10:00 11:00 A.M. (in the time zone of such office of the Issuing Lender) Lender on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent Agent, at the Funding and Payment Office, a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. (12:00 Noon New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter face amount of Credit is to be a Standby Letter of Credit or a Commercial maximum aggregate liability under, as applicable, the Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments or certificates; and provided, provided further that no -------- ------- Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same business day Business Day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business dayBusiness Day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Credit, Company shall be deemed to have re-certifiedrecertified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company Borrower desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent Issuing Lender a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three one Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Day, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, in Dollars (d) which amount, in the case of a drawing under a Letter of Credit which Company requests to be is denominated in a currency other than Dollars, shall be calculated by reference to the currency applicable Exchange Rate as quoted by the Issuing Lender to Borrower in which Company requests connection with such Letter of Credit to be issuedCredit), (ec) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable sole discretion, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments or certificates; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day; provided still further that Issuing Lender shall not be obligated to issue any Letter of Credit denominated in a foreign currency which in the judgment of Issuing Lender is not readily and freely available; provided further that anything to the contrary in this Agreement notwithstanding; Borrower may, with Issuing Lender's consent, electronically request the issuance of Letters of Credit by Issuing Lender, in which such event Borrower shall be deemed for all purposes hereunder and the other Loan Documents to have delivered a written Notice of Issuance of Letter of Credit hereunder. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Managing Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer materially true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the Borrowers desire the issuance of a ------------------ Letter of Credit, it they shall deliver to the applicable Issuing Bank, at the applicable Letter of Credit Issuing Office, and the Administrative Agent Agent, at the applicable Funding and Payment Office, a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no not later than 11:00 A.M. 1:00 p.m. (New York City time) at least three five (5) Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the such Issuing Lender Bank in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter face amount of Credit is to be a Standby Letter of Credit or a Commercial maximum aggregate liability under, as applicable, the Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, (e) the currency in which such Letter of Credit is to be denominated (which shall be U.S. Dollars or Canadian Dollars) and (gf) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the such Issuing Lender Bank to make payment under the Letter of Creditthereunder; provided that the such Issuing LenderBank, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments or certificates; and provided, provided further that no -------- ------- Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the such Issuing Lender Bank to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. a.m. (in the time zone of such office of the such Issuing LenderBank) on such business dayBusiness Day. Company At the request of the Issuing Bank, the Borrowers shall also complete and submit such Issuing Bank’s standard letter of credit application form. The Borrowers shall notify such Issuing Bank and the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is the Borrowers are required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company Credit, the Borrowers shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is the Borrowers are required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit EXHIBIT III ----------- annexed hereto no later than 11:00 10:00 A.M. (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (ec) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided PROVIDED that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments or certificates; and providedPROVIDED, further FURTHER that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing LenderNew York time) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- II annexed hereto no later than 11:00 10:00 A.M. (New York City Pacific time) at least three 5 Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender Administrative Agent in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (ec) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender Administrative Agent to make payment under the Letter of Credit; provided that the Issuing LenderAdministrative Agent, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments or certificates; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender Administrative Agent to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing LenderAdministrative Agent) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-re- certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires Borrowers desire the issuance of a ------------------ Letter of Credit, it they shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- XV annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fe) the name and address of the beneficiary, and (gf) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description descrip tion of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company Borrowers shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is Borrowers are required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company Borrowers shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is Borrowers are required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires ------------------ the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent Agent, at the Funding and Payment Office, a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter face amount of Credit is to be a Standby Letter of Credit or a Commercial maximum aggregate liability under, as applicable, the Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the -------- Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments or certificates; and provided, provided further that no -------- ------- Letter of Credit shall require ------- ------- payment against a conforming draft or other request for payment to be made thereunder on the same business day Business Day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business dayBusiness Day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Credit, Company shall be deemed to have re-certifiedrecertified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company the Borrower desires the issuance of a ------------------ Letter of Credit, it shall deliver to the applicable Issuing Bank, at the applicable Letter of Credit Issuing Office, and the Administrative Agent Agent, at the applicable Funding and Payment Office, a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no not later than 11:00 A.M. 1:00 p.m. (New York City time) at least three five (5) Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the such Issuing Lender Bank in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter face amount of Credit is to be a Standby Letter of Credit or a Commercial maximum aggregate liability under, as applicable, the Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, beneficiary and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the such Issuing Lender Bank to make payment under the Letter of Creditthereunder; provided that the such Issuing LenderBank, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments or certificates; and provided, provided further that no -------- ------- Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the such Issuing Lender Bank to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. a.m. (in the time zone of such office of the such Issuing LenderBank) on such business dayBusiness Day. Company At the request of the Issuing Bank, the Borrower shall also complete and submit such Issuing Bank’s standard letter of credit application form. The Borrower shall notify such Issuing Bank and the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company the Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company Credit, the Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company the Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative the proposed Issuing Lender (with a copy to Agent if Agent is not the proposed Issuing Lender) a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 10:00 A.M. (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, ) in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the Revolving Lender requested to issue the Letter of Credit, (b) the proposed date of issuance (which shall be a Business Day), (bc) the face amount of the Letter of Credit, (d) the expiration date of the Letter of Credit, (e) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (f) the name and address of the beneficiary, and (g) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments or certificates; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.such

Notice of Issuance. Whenever Company desires the issuance ------------------ of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, ) in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (fe) the name and address of the beneficiary, and (gf) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require -------- changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no -------- ------- Letter of Credit shall require payment -------- ------- against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company Borrower desires the issuance of a ------------------ Letter of Credit, it shall deliver to the relevant L/C Issuer and the Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) at least three (3) Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit)Days, or in each case such shorter period as may be agreed to by the Issuing Lender such L/C Issuer in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (ec) the expiration date of the Letter of Credit, (fd) the name and address of the beneficiary, and (ge) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender an L/C Issuer to make payment under the Letter of Credit; provided that the Issuing Lenderan L/C Issuer, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments or certificates; and provided, further that no -------- ------- Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day Business Day (under the laws of the jurisdiction in which the office of the Issuing Lender applicable L/C Issuer to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. 12:00 Noon (in the time zone of such office of the Issuing LenderNew York time) on such business dayBusiness Day. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) L/C Issuer prior to the issuance of any Letter of Credit in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit. U.S. Bank as an L/C Issuer may elect only to issue Letters of Credit in its own name and may only issue Letters of Credit to the extent permitted by applicable law, and such Letters of Credit may not be acceptable by certain beneficiaries such as insurance companies.