Common use of Notice of Issuance Clause in Contracts

Notice of Issuance. Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the Issuing Bank may agree), by the Borrower to the Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereof. Each such Issuance Notice by the Borrower shall be by facsimile or telephone, confirmed immediately in writing, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Such Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as the Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), the Issuing Bank will, unless any Lender gives prior notice to the Issuing Bank or the Administrative Agent that the applicable conditions of Section 3.2 would not be satisfied at the time of such issuance, upon fulfillment of the applicable conditions set forth in Section 3.2, make such Letter of Credit available to the Borrower at its office referred to in Section 9.8 or as otherwise agreed with the Borrower in connection with such Issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern.

Notice of Issuance. Each Whenever Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit shall be issued upon notice, given not substantially in the form of EXHIBIT III annexed hereto no later than 11:00 A.M. (New York City Chicago time) on at least three Business Days, or such shorter period as may be agreed to by the fifth Business Day prior to the date Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of such Letter of Credit shall specify (or on such shorter notice as a) the Issuing Bank may agree), by the Borrower to the Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereof. Each such Issuance Notice by the Borrower shall be by facsimile or telephone, confirmed immediately in writing, specifying therein the requested (A) proposed date of such Issuance issuance (which shall be a Business Day), (Bb) Available Amount the face amount of the Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (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 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 as being true and correct on the proposed date of issuance is not true and correct as of the proposed date of issuance of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of upon the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Such Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as the Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), the Issuing Bank will, unless any Lender gives prior notice to the Issuing Bank or the Administrative Agent that the applicable conditions of Section 3.2 would not be satisfied at the time of such issuance, upon fulfillment of the applicable conditions set forth in Section 3.2, make such Letter of Credit available to the Borrower at its office referred to in Section 9.8 or as otherwise agreed with the Borrower in connection with such Issuance. In the event and to the extent that the provisions issuance of any Letter of Credit Agreement Company shall conflict with this Agreementbe deemed to have re-certified, as of the provisions date of this Agreement shall governsuch issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit as being true and correct on the proposed date of issuance.

Notice of Issuance. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon noticethe request of the Borrower delivered to the Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, given 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) on at least two Business Days (or such later date and time as the fifth Business Day 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 proposed Issuance case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit (or on such shorter notice as the Issuing Bank may agree), by the Borrower Application shall specify in form and detail satisfactory to the Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereof. Each such Issuance Notice by the Borrower shall be by facsimile or telephone, confirmed immediately in writing, specifying therein the requested : (A) the proposed issuance date of such Issuance the requested Letter of Credit (which shall be a Business Day), ; (B) Available Amount of such Letter of Credit, the amount thereof; (C) expiration the expiry date of such Letter of Credit, thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature 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, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Bank (E1) form of such Letter of Credit. Such the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be issued pursuant a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the Issuing Bank may require. Additionally, the Borrower shall furnish to such application and agreement for letter of credit as the Issuing Bank and the Borrower shall agree for use in connection with Administrative Agent such other documents and information pertaining to such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to the Issuing Bank in its reasonable discretion (it being understood that issuance or amendment, including any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)Issuer Documents, the Issuing Bank will, unless any Lender gives prior notice to as the Issuing Bank or the Administrative Agent that the applicable conditions of Section 3.2 would not be satisfied at the time of such issuance, upon fulfillment of the applicable conditions set forth in Section 3.2, make such Letter of Credit available to the Borrower at its office referred to in Section 9.8 or as otherwise agreed with the Borrower in connection with such Issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall governmay require.

Notice of Issuance. Each Whenever the US Borrower desires the issuance of a Letter of Credit, it shall deliver to the applicable Issuing Bank (with a copy to the Administrative Agent) a duly completed Letter of Credit shall be issued upon notice, given not Application no later than 11:00 A.M. 12:00 p.m. (New York City time) on the fifth at least three Business Day prior Days, or in each case such shorter period as may be agreed to the date by such Issuing Bank in any particular instance, in its sole discretion, in advance of the proposed Issuance date of issuance. Upon satisfaction or waiver of the conditions set forth in Section 4.02, the applicable Issuing Bank shall, subject to the limitations set forth in Section 2.07(a), issue the requested Letter of Credit in accordance with such Issuing Bank’s standard operating procedures. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit (or on such shorter notice as the Issuing Bank may agree), by the Borrower Application shall specify in form and detail reasonably satisfactory to the relevant Issuing Bank, and such Issuing Bank shall give : (i) the Administrative Agent, prompt notice thereof. Each such Issuance Notice by the Borrower shall be by facsimile or telephone, confirmed immediately in writing, specifying therein proposed issuance date of the requested (A) date Letter of such Issuance Credit (which shall be a Business Day), ; (Bii) Available Amount of such Letter of Credit, the amount and currency thereof; (Ciii) expiration the expiry date of such Letter of Credit, thereof; (Div) the name and address of the beneficiary thereof; (v) the documents to be presented by such beneficiary in case of any drawing thereunder; (vi) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (vii) whether the Letter of Credit is issued for the account of the US Borrower or a Restricted Subsidiary (and identifying such Restricted Subsidiary); provided that the US Borrower shall be a co-applicant, and jointly and severally liable, with respect to all Obligations arising under each Letter of Credit issued for the account of a Restricted Subsidiary and the provisions of Section 2.07(j) shall apply; and (viii) such other matters as the Issuing Bank may reasonably request. Upon the issuance of any Letter of Credit or amendment or modification to a Letter of Credit, the applicable Issuing Bank shall promptly notify the Administrative Agent of such issuance, amendment or modification, which notice shall be accompanied by a copy of such Letter of Credit and (E) form of such or amendment or modification to a Letter of Credit. Such Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as the Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), the Issuing Bank will, unless any Lender gives prior notice to the Issuing Bank or the Administrative Agent that the applicable conditions of Section 3.2 would not be satisfied at the time of such issuance, upon fulfillment of the applicable conditions set forth in Section 3.2, make such Letter of Credit available to the Borrower at its office referred to in Section 9.8 or as otherwise agreed with the Borrower in connection with such Issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern.

Notice of Issuance. Each To request the Issuance of a Syndicated Letter of Credit, 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 L/C Agent) to the L/C Agent and the Administrative Agent (which will promptly notify the Lenders) at least three Business Days in advance of the requested date of Issuance (or such shorter period as is acceptable to the L/C Agent) a notice in a form reasonably acceptable to the L/C Agent (a “Syndicated Letter of Credit shall Notice”) requesting the Issuance of a Syndicated Letter of Credit, or identifying the Syndicated Letter of Credit to be issued upon noticeamended, given not later than 11:00 A.M. (New York City time) on extended or increased, as the fifth Business Day prior to case may be, and specifying the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the Issuing Bank may agree), by the Borrower to the Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereof. Each such Issuance Notice by the Borrower shall be by facsimile or telephone, confirmed immediately in writing, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), the date on which such Syndicated Letter of Credit is to expire (B) Available Amount which shall comply with Section 2.5(a)(iii)), the amount of such Syndicated Letter of Credit, (C) expiration date of such Letter of Credit, (D) the name and address of the beneficiary thereof and the terms and conditions of (and such other information as shall be necessary to prepare, amend, extend or increase, as the case may be) such Syndicated Letter of Credit, it being understood and agreed that Syndicated Letters of Credit and may be extended in accordance with Section 2.5(a)(iii). If requested by the L/C Agent, the applicable Borrower shall submit a letter of credit application on the L/C Agent’s standard form (Ewith such changes as the L/C Agent shall reasonably deem appropriate) form of such in connection with any request for a Syndicated Letter of Credit. Such Letter In the event of Credit shall be issued pursuant to such application any inconsistency between the terms and agreement for conditions of this Agreement and the terms and conditions of any form of letter of credit as application submitted by the Issuing Bank and applicable Borrower to the Borrower shall agree for use in connection with such requested L/C Agent relating to any Syndicated Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)Credit, the Issuing Bank will, unless any Lender gives prior notice to the Issuing Bank or the Administrative Agent that the applicable terms and conditions of Section 3.2 would not be satisfied at the time of such issuance, upon fulfillment of the applicable conditions set forth in Section 3.2, make such Letter of Credit available to the Borrower at its office referred to in Section 9.8 or as otherwise agreed with the Borrower in connection with such Issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall governcontrol.

Notice of Issuance. Each Whenever NewPageCo desires the issuance of a Letter of Credit Credit, it shall be issued upon notice, given not deliver to Administrative Agent and Issuing Bank an Issuance Notice no later than 11:00 A.M. 12:00 p.m. (New York City time) on at least three Business Days (in the fifth case of Standby Letters of Credit) or five Business Day prior Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to the date by Issuing Bank in any particular instance, in advance of the proposed Issuance of such Letter of Credit (or on such shorter notice as the Issuing Bank may agree), by the Borrower to the Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereof. Each such Issuance Notice by the Borrower shall be by facsimile or telephone, confirmed immediately in writing, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address issuance. Upon satisfaction or waiver of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Such Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as the Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), the Issuing Bank will, unless any Lender gives prior notice to the Issuing Bank or the Administrative Agent that the applicable conditions of Section 3.2 would not be satisfied at the time of such issuance, upon fulfillment of the applicable conditions set forth in Section 3.2, make such Issuing Bank shall issue the requested Letter of Credit available to only in accordance with Issuing Bank’s standard operating procedures. Upon the Borrower at its office referred to in Section 9.8 or as otherwise agreed with the Borrower in connection with such Issuance. In the event and to the extent that the provisions issuance of any Letter of Credit Agreement or amendment or modification to a Letter of Credit, Issuing Bank shall promptly notify each Lender of such issuance, which notice shall be accompanied by a copy of such Letter of Credit or amendment or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.4(e). In the event there shall be any conflict with between the terms contained in any Issuance Notice and this Agreement, the provisions terms of this Agreement shall govern. Unless the Issuing Bank has received notice from the Administrative Agent to the contrary, the Issuing Bank shall be entitled to rely on any certification from NewPageCo contained in any Issuance Notice to the effect that the conditions precedent to the issuance of any requested Letter of Credit have been satisfied in full, including, without limitation, that after giving effect to such issuance, the Total Utilization of Revolving Commitments would not exceed the lesser of (1) the Revolving Commitments then in effect and (2) the Borrowing Base then in effect.

Notice of Issuance. Each Whenever Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit shall be issued upon notice, given not substantially in the form of EXHIBIT III annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) on at least three Business Days, or in each case such shorter period as may be agreed to by the fifth Business Day prior to the date Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of such Letter of Credit shall specify (or on such shorter notice as a) the Issuing Bank may agree), by the Borrower to the Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereof. Each such Issuance Notice by the Borrower shall be by facsimile or telephone, confirmed immediately in writing, specifying therein the requested (A) proposed date of such Issuance issuance (which shall be a Business Day), (Bb) Available Amount the face amount of such the Letter of Credit, (Cc) the expiration date of such the Letter of Credit, (Dd) the name and address of the beneficiary beneficiary, and (e) either the verbatim text of such the proposed Letter of Credit or the proposed terms and (E) form conditions thereof, including a precise description of such any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit. Such , 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 issued pursuant to such application and agreement for letter made thereunder on the same Business Day (under the laws of credit as the jurisdiction in which the office of the Issuing Bank and Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 12:00 Noon (in the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form time zone of such Letter office of Credit is acceptable to the Issuing Bank in its reasonable discretion (it being understood that any Lender) on such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), the Issuing Bank will, unless any Lender gives prior notice to the Issuing Bank or the Administrative Agent that the applicable conditions of Section 3.2 would not be satisfied at the time of such issuance, upon fulfillment of the applicable conditions set forth in Section 3.2, make such Letter of Credit available to the Borrower at its office referred to in Section 9.8 or as otherwise agreed with the Borrower in connection with such Issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall governBusiness Day.

Notice of Issuance. Each To request the Issuance of a Syndicated Letter of Credit, the Borrower shall hand deliver (or transmit by electronic communication, if arrangements for doing so have been approved by the L/C Agent) to the L/C Agent and the Administrative Agent (which will promptly notify the Lenders) at least three Business Days in advance of the requested date of Issuance (or such shorter period as is acceptable to the L/C Agent) a notice in a form reasonably acceptable to the L/C Agent (a “Syndicated Letter of Credit shall Notice”) requesting the Issuance of a Syndicated Letter of Credit, or identifying the Syndicated Letter of Credit to be issued upon noticeamended, given not later than 11:00 A.M. (New York City time) on renewed, extended or increased, as the fifth Business Day prior to case may be, and specifying the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the Issuing Bank may agree), by the Borrower to the Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereof. Each such Issuance Notice by the Borrower shall be by facsimile or telephone, confirmed immediately in writing, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), the date on which such Syndicated Letter of Credit is to expire (B) Available Amount which shall comply with Section 2.5(a)(iii)), the amount of such Syndicated Letter of Credit, (C) expiration date of such Letter of Credit, (D) the name and address of the beneficiary thereof and the terms and conditions of (and such other information as shall be necessary to prepare, amend, renew, extend or increase, as the case may be) such Syndicated Letter of Credit, it being understood and agreed that Syndicated Letters of Credit may be extended and renewed in accordance with Section 2.5(a)(iii). If requested by the L/C Agent, the Borrower shall submit a letter of credit application on the L/C Agent’s standard form (Ewith such changes as the L/C Agent shall reasonably deem appropriate) form of such in connection with any request for a Syndicated Letter of Credit. Such Letter In the event of Credit shall be issued pursuant to such application any inconsistency between the terms and agreement for conditions of this Agreement and the terms and conditions of any form of letter of credit as the Issuing Bank and application submitted by the Borrower shall agree for use in connection with such requested to the L/C Agent relating to any Syndicated Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)Credit, the Issuing Bank will, unless any Lender gives prior notice to the Issuing Bank or the Administrative Agent that the applicable terms and conditions of Section 3.2 would not be satisfied at the time of such issuance, upon fulfillment of the applicable conditions set forth in Section 3.2, make such Letter of Credit available to the Borrower at its office referred to in Section 9.8 or as otherwise agreed with the Borrower in connection with such Issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall governcontrol.

Notice of Issuance. Each Whenever the Borrower desires to cause the Issuing Bank to issue a Letter of Credit, it shall deliver to the Issuing Bank and the Agent a Notice of Issuance of Letter of Credit in the form of EXHIBIT E no later than 1:00 P.M. (New York time) at least four Business Days in advance of the proposed date of issuance or such shorter time as may be acceptable to the Issuing Bank (and the Agent shall promptly notify each Bank of the proposed issuance of a Letter of Credit). The Notice of Issuance of Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. specify (New York City timei) on the fifth Business Day prior to the proposed date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the Issuing Bank may agree), by the Borrower to the Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereof. Each such Issuance Notice by the Borrower shall be by facsimile or telephone, confirmed immediately in writing, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount the face amount of such the Letter of Credit, (Ciii) the expiration date of such the Letter of Credit, (Div) the name and address of the beneficiary, (v) such other documents or materials as the Issuing Bank may reasonably request, and (vi) a precise description of the documents and the verbatim text of any 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 Bank to make payment under the Letter of Credit; provided that the Issuing Bank, in its sole judgment, may require changes in any such documents and certificates. In determining whether to pay any Letter of Credit, the Issuing Bank shall be responsible only to use reasonable care to determine that the documents and certificates required to be delivered under that Letter of Credit have been delivered and (E) form that they comply on their face with the requirements of such that Letter of Credit. Such Promptly upon the issuance of a Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as the Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)Credit, the Issuing Bank will, unless any Lender gives prior shall notify each other Bank of the issuance and the amount of each such other Bank's respective participation therein determined in accordance with Section 2.10(a) and such notice to the Issuing Bank or the Administrative Agent that the applicable conditions of Section 3.2 would not shall be satisfied at the time accompanied by a copy of such issuance, upon fulfillment of the applicable conditions set forth in Section 3.2, make such issued Letter of Credit available to the Borrower at its office referred to in Section 9.8 or as otherwise agreed with the Borrower in connection with such Issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall governCredit.

Notice of Issuance. Each To request the Issuance of a Participated Letter of Credit, 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 the applicable Fronting Bank (which shall promptly notify the Lenders) at least 3 Business Days in advance of the requested date of Issuance (or such shorter period as is acceptable to the applicable Fronting Bank, including any request for the Issuance of a Participated Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior Closing Date, subject to approval by the applicable Fronting Bank) a notice in a form reasonably acceptable to the applicable Fronting Bank (a “Participated Letter of Credit Notice”) requesting the 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 the proposed Issuance of such Letter of Credit (or on such shorter notice as the Issuing Bank may agree), by the Borrower to the Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereof. Each such Issuance Notice by the Borrower shall be by facsimile or telephone, confirmed immediately in writing, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), the date on which such Participated Letter of Credit is to expire (B) Available Amount which shall comply with Section 3.2(c)), the amount of such Participated Letter of Credit, (C) expiration date of such Letter of Credit, (D) the name and address of the beneficiary of thereof and such other information as shall be necessary to prepare, amend, renew, extend or increase, as the case may be) such Participated Letter of Credit, 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 Borrower shall submit a letter of credit application on such Fronting Bank’s standard form (Ewith such changes as such Fronting Bank shall reasonably deem appropriate) form of such in connection with any request for a Participated Letter of Credit. Such Letter In the event of Credit shall be issued pursuant to such application any inconsistency between the terms and agreement for conditions of this Agreement and the terms and conditions of any form of letter of credit as the Issuing application submitted by such Borrower to such Fronting Bank and the Borrower shall agree for use in connection with such requested relating to any Participated Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)Credit, the Issuing Bank will, unless any Lender gives prior notice to the Issuing Bank or the Administrative Agent that the applicable terms and conditions of Section 3.2 would not be satisfied at the time of such issuance, upon fulfillment of the applicable conditions set forth in Section 3.2, make such Letter of Credit available to the Borrower at its office referred to in Section 9.8 or as otherwise agreed with the Borrower in connection with such Issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall governcontrol.

Notice of Issuance. Each To request the Issuance of a Syndicated Letter of Credit, the 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 the L/C Agent (which will promptly notify the Lenders) at least 3 Business Days in advance of the requested date of Issuance (or such shorter period as is acceptable to the L/C Agent) a notice, signed by a Responsible Officer, in the form of Exhibit C-3 (a “Syndicated Letter of Credit shall Notice”), requesting the Issuance of a Syndicated Letter of Credit, or identifying the Syndicated Letter of Credit to be issued upon noticeamended, given not later than 11:00 A.M. (New York City time) on renewed, extended or increased, as the fifth Business Day prior to case may be, and specifying the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the Issuing Bank may agree), by the Borrower to the Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereof. Each such Issuance Notice by the Borrower shall be by facsimile or telephone, confirmed immediately in writing, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), the date on which such Syndicated Letter of Credit is to expire (B) Available Amount which shall comply with Section 2.03(a)(iii)), the amount of such Syndicated Letter of CreditCredit (which shall not be less than $100,000), (C) expiration date of such Letter of Credit, (D) the name and address of the beneficiary thereof and the terms and conditions of (and such other information as shall be necessary to prepare, amend, renew, extend or increase, as the case may be) such Syndicated Letter of Credit, it being understood and agreed that Syndicated Letters of Credit may be extended and renewed in accordance with Section 2.03(a)(iii). If requested by the L/C Agent, the Borrower shall submit a letter of credit application on the L/C Agent’s standard form (Ewith such changes as the L/C Agent shall reasonably deem appropriate) form of such in connection with any request for a Syndicated Letter of Credit. Such Letter In the event of Credit shall be issued pursuant to such application any inconsistency between the terms and agreement for conditions of this Agreement and the terms and conditions of any form of letter of credit as the Issuing Bank and application submitted by the Borrower shall agree for use in connection with such requested to the L/C Agent relating to any Syndicated Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)Credit, the Issuing Bank will, unless any Lender gives prior notice to the Issuing Bank or the Administrative Agent that the applicable terms and conditions of Section 3.2 would not be satisfied at the time of such issuance, upon fulfillment of the applicable conditions set forth in Section 3.2, make such Letter of Credit available to the Borrower at its office referred to in Section 9.8 or as otherwise agreed with the Borrower in connection with such Issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall governcontrol.

Notice of Issuance. Each Whenever Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit shall be issued upon notice, given not substantially in the form of EXHIBIT III annexed hereto no later than 11:00 A.M. (New York City Chicago time) on at least three Business Days, or such shorter period as may be agreed to by the fifth Business Day prior to the date Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of such Letter of Credit shall specify (or on such shorter notice as a) the Issuing Bank may agree), by the Borrower to the Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereof. Each such Issuance Notice by the Borrower shall be by facsimile or telephone, confirmed immediately in writing, specifying therein the requested (A) proposed date of such Issuance issuance (which shall be a Business Day), (Bb) Available Amount the face amount of the Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (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 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 as being true and correct on the proposed date of issuance is not true and correct as of the proposed date of issuance of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of upon the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Such Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as the Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), the Issuing Bank will, unless any Lender gives prior notice to the Issuing Bank or the Administrative Agent that the applicable conditions of Section 3.2 would not be satisfied at the time of such issuance, upon fulfillment of the applicable conditions set forth in Section 3.2, make such Letter of Credit available to the Borrower at its office referred to in Section 9.8 or as otherwise agreed with the Borrower in connection with such Issuance. In the event and to the extent that the provisions issuance of any Letter of Credit Agreement Company shall conflict with this Agreementbe deemed to have re-certified, as of the provisions date of this Agreement shall governsuch issuance, as to 72 the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit as being true and correct on the proposed date of issuance.

Notice of Issuance. Each Whenever Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit shall be issued upon notice, given not substantially in the form of Exhibit III annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) on at least five Business Days, or in each case such shorter period as may be agreed to by the fifth Business Day prior to the date Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of such Letter of Credit shall specify (or on such shorter notice as a) the Issuing Bank may agree), by the Borrower to the Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereof. Each such Issuance Notice by the Borrower shall be by facsimile or telephone, confirmed immediately in writing, specifying therein the requested (A) proposed date of such Issuance issuance (which shall be a Business Day), (Bb) Available Amount the face amount of such the Letter of Credit, (Cc) the expiration date of such the Letter of Credit, (Dd) the name and address of the beneficiary beneficiary, and (e) either the verbatim text of such the proposed Letter of Credit or the proposed terms and (E) form conditions thereof, including a precise description of such any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit. Such , would require the Issuing Lender to make payment under the Letter of Credit; provided that such 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 issued pursuant to such application and agreement for letter made thereunder on the same Business Day (under the laws of credit as the jurisdiction in which the office of the Issuing Bank and 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 Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form time zone of such Letter of Credit is acceptable to the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), the Issuing Bank will, unless any Lender gives prior notice to the Issuing Bank or the Administrative Agent that the applicable conditions of Section 3.2 would not be satisfied at the time office of such issuance, upon fulfillment of the applicable conditions set forth in Section 3.2, make Issuing Lender) on such Letter of Credit available to the Borrower at its office referred to in Section 9.8 or as otherwise agreed with the Borrower in connection with such Issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall governBusiness Day.

Notice of Issuance. Each Whenever Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit shall be issued upon notice, given not substantially in the form of Exhibit VII annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) on at least five Business Days, or in each case such shorter period as may be agreed to by the fifth Business Day prior to the date Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of such Letter of Credit shall specify (or on such shorter notice as a) the Issuing Bank may agree), by the Borrower to the Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereof. Each such Issuance Notice by the Borrower shall be by facsimile or telephone, confirmed immediately in writing, specifying therein the requested (A) proposed date of such Issuance issuance (which shall be a Business Day), (Bb) Available Amount the face amount of such the Letter of Credit, (Cc) the expiration date of such the Letter of Credit, (Dd) the name and address of the beneficiary beneficiary, and (e) either the verbatim text of such the proposed Letter of Credit or the proposed terms and (E) form conditions thereof, including a precise description of such any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit. Such , 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 issued pursuant to such application and agreement for letter made thereunder on the same Business Day (under the laws of credit as the jurisdiction in which the office of the Issuing Bank and Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 12:00 Noon (in the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form time zone of such Letter office of Credit is acceptable to the Issuing Bank in its reasonable discretion (it being understood that any Lender) on such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), the Issuing Bank will, unless any Lender gives prior notice to the Issuing Bank or the Administrative Agent that the applicable conditions of Section 3.2 would not be satisfied at the time of such issuance, upon fulfillment of the applicable conditions set forth in Section 3.2, make such Letter of Credit available to the Borrower at its office referred to in Section 9.8 or as otherwise agreed with the Borrower in connection with such Issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall governBusiness Day.

Notice of Issuance. Each To request the Issuance of a Syndicated Letter of Credit, the Borrower shall hand deliver or deliver by facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the L/C Agent) to the L/C Agent and the Administrative Agent (which will promptly notify the Lenders) at least three Business Days in advance of the requested date of Issuance (or such shorter period as is acceptable to the L/C Agent) a notice in a form reasonably acceptable to the L/C Agent (a “Syndicated Letter of Credit shall Notice”) requesting the Issuance of a Syndicated Letter of Credit, or identifying the Syndicated Letter of Credit to be issued upon noticeamended, given not later than 11:00 A.M. (New York City time) on renewed, extended or increased, as the fifth Business Day prior to case may be, and specifying the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the Issuing Bank may agree), by the Borrower to the Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereof. Each such Issuance Notice by the Borrower shall be by facsimile or telephone, confirmed immediately in writing, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), the date on which such Syndicated Letter of Credit is to expire (B) Available Amount which shall comply with Section 2.5(a)(iii)), the amount of such Syndicated Letter of Credit, (C) expiration date of such Letter of Credit, (D) the name and address of the beneficiary thereof and the terms and conditions of (and such other information as shall be necessary to prepare, amend, renew, extend or increase, as the case may be) such Syndicated Letter of Credit, it being understood and agreed that Syndicated Letters of Credit may be extended and renewed in accordance with Section 2.5(a)(iii). If requested by the L/C Agent, the Borrower shall submit a letter of credit application on the L/C Agent’s standard form (Ewith such changes as the L/C Agent shall reasonably deem appropriate) form of such in connection with any request for a Syndicated Letter of Credit. Such Letter In the event of Credit shall be issued pursuant to such application any inconsistency between the terms and agreement for conditions of this Agreement and the terms and conditions of any form of letter of credit as the Issuing Bank and application submitted by the Borrower shall agree for use in connection with such requested to the L/C Agent relating to any Syndicated Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)Credit, the Issuing Bank will, unless any Lender gives prior notice to the Issuing Bank or the Administrative Agent that the applicable terms and conditions of Section 3.2 would not be satisfied at the time of such issuance, upon fulfillment of the applicable conditions set forth in Section 3.2, make such Letter of Credit available to the Borrower at its office referred to in Section 9.8 or as otherwise agreed with the Borrower in connection with such Issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall governcontrol.

Notice of Issuance. Each Whenever Company desires to cause a Lender to issue a Letter of Credit, it shall deliver to that Lender and Agent a Notice of Issuance of Letter of Credit in the form annexed hereto as EXHIBIT IB no later than 12:00 noon (Dallas time) at least four Business Days in advance of the proposed date of issuance or such shorter time as may be acceptable to the Issuing Lender. The Notice of Issuance of Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. specify (New York City timei) on the fifth Business Day prior to the date of the proposed Issuance of Issuing Lender (which shall be NationsBank unless NationsBank declines to issue such Letter of Credit (or on such shorter notice as the Issuing Bank may agreeCredit), by (ii) the Borrower to the Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereof. Each such Issuance Notice by the Borrower shall be by facsimile or telephone, confirmed immediately in writing, specifying therein the requested (A) proposed date of such Issuance issuance (which shall be a Business Day), (Biii) Available Amount the face amount of such the Letter of Credit, (Civ) the expiration date of such the Letter of Credit, (Dv) the name and address of the beneficiary of beneficiary, and (vi) such other documents or materials as such Issuing Lender may reasonably request; PROVIDED that the Issuing Lender, in its sole judgment, may require changes in any such documents and materials; PROVIDED further that the Issuing Lender shall not be required to issue any Letter of Credit and (E) form that on its terms requires payment thereunder prior to the third Business Day following receipt by the Issuing Lender of such documents and materials. In determining whether to pay any Letter of Credit, the Issuing Lender shall be responsible only to use reasonable care to determine that the documents and materials 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. Such Promptly upon the issuance of a Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as the Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)Credit, the Issuing Bank will, unless any Lender gives prior notice to the Issuing Bank or the Administrative Agent that the applicable conditions of Section 3.2 would not be satisfied at the time of such issuance, upon fulfillment shall notify each Lender of the applicable conditions set forth issuance and the amount of each such other Lender's respective participation therein determined in Section 3.2, make such Letter of Credit available to the Borrower at its office referred to in Section 9.8 or as otherwise agreed accordance with the Borrower in connection with such Issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern.subsection 2.8D.

Notice of Issuance. Each Whenever Company desires to cause a Lender to issue a Letter of Credit, it shall deliver to that Lender and Agent a Notice of Issuance of Letter of Credit in the form annexed hereto as EXHIBIT II no later than 12:00 noon (Dallas time) at least four Business Days in advance of the proposed date of issuance or such shorter time as may be acceptable to the Issuing Lender. The Notice of Issuance of Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. specify (New York City timei) on the fifth Business Day prior to the date of the proposed Issuance of Issuing Lender (which shall be NationsBank unless NationsBank declines to issue such Letter of Credit (or on such shorter notice as the Issuing Bank may agreeCredit), by (ii) the Borrower to the Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereof. Each such Issuance Notice by the Borrower shall be by facsimile or telephone, confirmed immediately in writing, specifying therein the requested (A) proposed date of such Issuance issuance (which shall be a Business Day), (Biii) Available Amount the face amount of such the Letter of Credit, (Civ) the expiration date of such the Letter of Credit, (Dv) the name and address of the beneficiary of beneficiary, and (vi) such other documents or materials as such Issuing Lender may reasonably request; PROVIDED that the Issuing Lender, in its sole judgment, may require changes in any such documents and materials; PROVIDED further that the Issuing Lender shall not be required to issue any Letter of Credit and (E) form that on its terms requires payment thereunder prior to the third Business Day following receipt by the Issuing Lender of such documents and materials. In determining whether to pay any Letter of Credit, the Issuing Lender shall be responsible only to use reasonable care to determine that the documents and materials 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. Such Promptly upon the issuance of a Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as the Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)Credit, the Issuing Bank will, unless any Lender gives prior notice to the Issuing Bank or the Administrative Agent that the applicable conditions of Section 3.2 would not be satisfied at the time of such issuance, upon fulfillment shall notify each Lender of the applicable conditions set forth issuance and the amount of each such other Lender's respective participation therein determined in Section 3.2, make such Letter of Credit available to the Borrower at its office referred to in Section 9.8 or as otherwise agreed accordance with the Borrower in connection with such Issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern.subsection 2.7D.

Notice of Issuance. Each Whenever Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit shall be issued upon notice, given not substantially in the form of EXHIBIT III annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) on at least five Business Days, or in each case such shorter period as may be agreed to by the fifth Business Day prior to the date Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of such Letter of Credit shall specify (or on such shorter notice as a) the Issuing Bank may agree), by the Borrower to the Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereof. Each such Issuance Notice by the Borrower shall be by facsimile or telephone, confirmed immediately in writing, specifying therein the requested (A) proposed date of such Issuance issuance (which shall be a Business Day), (Bb) Available Amount the face amount of such the Letter of Credit, (Cc) the expiration date of such the Letter of Credit, (Dd) the name and address of the beneficiary beneficiary, and (e) either the verbatim text of such the proposed Letter of Credit or the proposed terms and (E) form conditions thereof, including a precise description of such any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit. Such , 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 issued pursuant to such application and agreement for letter made thereunder on the same Business Day (under the laws of credit as the jurisdiction in which the office of the Issuing Bank and Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 12:00 Noon (in the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form time zone of such Letter office of Credit is acceptable to the Issuing Bank in its reasonable discretion (it being understood that any Lender) on such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), the Issuing Bank will, unless any Lender gives prior notice to the Issuing Bank or the Administrative Agent that the applicable conditions of Section 3.2 would not be satisfied at the time of such issuance, upon fulfillment of the applicable conditions set forth in Section 3.2, make such Letter of Credit available to the Borrower at its office referred to in Section 9.8 or as otherwise agreed with the Borrower in connection with such Issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall governBusiness Day.

Notice of Issuance. Each Whenever Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit shall be issued upon notice, given not substantially in the form of Exhibit III annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) on at least three Business Days, or in each case such shorter period as may be agreed to by the fifth Business Day prior to the date Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of such Letter of Credit shall specify (or on such shorter notice as a) the Issuing Bank may agree), by the Borrower to the Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereof. Each such Issuance Notice by the Borrower shall be by facsimile or telephone, confirmed immediately in writing, specifying therein the requested (A) proposed date of such Issuance issuance (which shall be a Business Day), (Bb) Available Amount the face amount of such the Letter of Credit, (Cc) the expiration date of such the Letter of Credit, (Dd) the name and address of the beneficiary beneficiary, and (e) either the verbatim text of such the proposed Letter of Credit or the proposed terms and (E) form conditions thereof, including a precise description of such any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit. Such , 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 issued pursuant to such application and agreement for letter made thereunder on the same Business Day (under the laws of credit as the jurisdiction in which the office of the Issuing Bank and Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 12:00 Noon (in the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form time zone of such Letter office of Credit is acceptable to the Issuing Bank in its reasonable discretion (it being understood that any Lender) on such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), the Issuing Bank will, unless any Lender gives prior notice to the Issuing Bank or the Administrative Agent that the applicable conditions of Section 3.2 would not be satisfied at the time of such issuance, upon fulfillment of the applicable conditions set forth in Section 3.2, make such Letter of Credit available to the Borrower at its office referred to in Section 9.8 or as otherwise agreed with the Borrower in connection with such Issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall governBusiness Day.

Notice of Issuance. Each Whenever Borrower desires the issuance of a Letter of Credit, Borrower shall deliver to Agent a Request for Issuance of Letter of Credit shall be issued upon notice, given not in the form of Exhibit III annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) on at least three (3) Business Days (in the fifth case of Standby Letters of Credit) or five Business Day Days (in the case of Commercial Letters of Credit), or 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 Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance of Letter of Credit. Borrower shall notify the applicable Issuing Lender (and Agent, if Agent is not such Issuing Lender) prior to the date issuance of any Letter of Credit in the event that any of the matters to which Borrower is required to certify in the applicable Request for Issuance of Letter of Credit are no longer true and correct as of the proposed Issuance of such Letter of Credit (or on such shorter notice as the Issuing Bank may agree), by the Borrower to the Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereof. Each such Issuance Notice by the Borrower shall be by facsimile or telephone, confirmed immediately in writing, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount issuance of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of upon the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Such Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as the Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), the Issuing Bank will, unless any Lender gives prior notice to the Issuing Bank or the Administrative Agent that the applicable conditions of Section 3.2 would not be satisfied at the time of such issuance, upon fulfillment of the applicable conditions set forth in Section 3.2, make such Letter of Credit available to the Borrower at its office referred to in Section 9.8 or as otherwise agreed with the Borrower in connection with such Issuance. In the event and to the extent that the provisions issuance of any Letter of Credit Agreement Borrower shall conflict with this Agreementbe deemed to have re-certified, as of the provisions date of this Agreement shall govern.such issuance, as to the matters to which Borrower is required to certify in the applicable Request for Issuance of Letter of Credit. (ii)

Notice of Issuance. Each Whenever Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit shall be issued upon notice, given not substantially in the form of Exhibit III annexed hereto no later than 11:00 A.M. (New York City time) on at least three Business Days, or such shorter period as may be agreed to by the fifth Business Day prior to the date Issuing Bank in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of such Letter of Credit shall specify (or on such shorter notice as a) the Issuing Bank may agree), by the Borrower to the Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereof. Each such Issuance Notice by the Borrower shall be by facsimile or telephone, confirmed immediately in writing, specifying therein the requested (A) proposed date of such Issuance issuance (which shall be a Business Day), (Bb) Available Amount the face amount of the Letter of Credit, (c) the expiration date of the Letter of Credit, and (d) the name and address of the beneficiary; provided 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 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 Bank) on such business day. Borrower shall notify the applicable Issuing Bank (and Administrative Agent, if Administrative Agent is not such Issuing Bank) prior to the issuance of any Letter of Credit if any of the matters to which 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, (C) expiration date of such Letter of Credit, (D) name and address of upon the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Such Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as the Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), the Issuing Bank will, unless any Lender gives prior notice to the Issuing Bank or the Administrative Agent that the applicable conditions of Section 3.2 would not be satisfied at the time of such issuance, upon fulfillment of the applicable conditions set forth in Section 3.2, make such Letter of Credit available to the Borrower at its office referred to in Section 9.8 or as otherwise agreed with the Borrower in connection with such Issuance. In the event and to the extent that the provisions issuance of any Letter of Credit Agreement Borrower shall conflict with this Agreementbe deemed to have re-certified, as of the provisions date of this Agreement shall governsuch issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Each To request the Issuance of a Participated Letter of Credit, 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 and Administrative Agent) to the applicable Fronting Bank and the Administrative Agent (which will promptly notify the Banks) at least three Business Days in advance of the requested date of Issuance (or such shorter period as is acceptable to the applicable Fronting Bank, including with respect to any request for the Issuance of a Participated Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior Effective Date, subject to approval by the applicable Fronting Bank) a notice in a form reasonably acceptable to the applicable Fronting Bank (a “Participated Letter of Credit Notice”) requesting the 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 the proposed Issuance of such Letter of Credit (or on such shorter notice as the Issuing Bank may agree), by the Borrower to the Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereof. Each such Issuance Notice by the Borrower shall be by facsimile or telephone, confirmed immediately in writing, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), the date on which such Participated Letter of Credit is to expire (B) Available Amount which shall comply with Section 3.02(c)), the amount of such Participated Letter of Credit, (C) expiration date the Applicable Currency of such Participated Letter of Credit, (D) the name and address of the beneficiary thereof and the terms and conditions of (and such other information as shall be necessary to prepare, amend, renew, extend or increase, as the case may be) such Participated Letter of Credit, it being understood and agreed that Participated Letters of Credit may be extended and renewed in accordance with Section 3.02(c). If requested by any applicable Fronting Bank, the applicable Borrower shall submit a letter of credit application on such Fronting Bank’s standard form (Ewith such changes as such Fronting Bank shall reasonably deem appropriate) form of such in connection with any request for a Participated Letter of Credit. Such Letter In the event of Credit shall be issued pursuant to such application any inconsistency between the terms and agreement for conditions of this Agreement and the terms and conditions of any form of letter of credit as the Issuing application submitted by any Borrower to such Fronting Bank and the Borrower shall agree for use in connection with such requested relating to any Participated Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)Credit, the Issuing Bank will, unless any Lender gives prior notice to the Issuing Bank or the Administrative Agent that the applicable terms and conditions of Section 3.2 would not be satisfied at the time of such issuance, upon fulfillment of the applicable conditions set forth in Section 3.2, make such Letter of Credit available to the Borrower at its office referred to in Section 9.8 or as otherwise agreed with the Borrower in connection with such Issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall governcontrol.

Notice of Issuance. Each Whenever Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent a Notice of Request to Issue Letter of Credit shall be issued upon notice, given not in the form of Exhibit III annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) on at least three Business Days or in each case such shorter period as may be agreed to by the fifth Business Day prior to the date Issuing Lender in any particular instance, in advance of the proposed Issuance date of such issuance. The Notice of Request to Issue Letter of Credit shall specify (or on such shorter notice as a) the Issuing Bank may agree), by the Borrower to the Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereof. Each such Issuance Notice by the Borrower shall be by facsimile or telephone, confirmed immediately in writing, specifying therein the requested (A) proposed date of such Issuance issuance (which shall be a Business Day), (Bb) Available Amount the face amount of the Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (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 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. 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 to Issue Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of upon the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Such Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as the Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), the Issuing Bank will, unless any Lender gives prior notice to the Issuing Bank or the Administrative Agent that the applicable conditions of Section 3.2 would not be satisfied at the time of such issuance, upon fulfillment of the applicable conditions set forth in Section 3.2, make such Letter of Credit available to the Borrower at its office referred to in Section 9.8 or as otherwise agreed with the Borrower in connection with such Issuance. In the event and to the extent that the provisions issuance of any Letter of Credit Agreement Company shall conflict with this Agreementbe deemed to have re-certified, as of the provisions date of this Agreement shall governsuch issuance, as to the matters to which Company is required to certify in the applicable Notice of Request to Issue Letter of Credit.

Notice of Issuance. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon noticethe request of the Borrower delivered to the Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, given 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) on at least two (2) Business Days (or such later date and time as the fifth Business Day 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 proposed Issuance case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit (or on such shorter notice as the Issuing Bank may agree), by the Borrower Application shall specify in form and detail satisfactory to the Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereof. Each such Issuance Notice by the Borrower shall be by facsimile or telephone, confirmed immediately in writing, specifying therein the requested : (A) the proposed issuance date of such Issuance the requested Letter of Credit (which shall be a Business Day), ; (B) Available Amount of such Letter of Credit, the amount thereof; (C) expiration the expiry date of such Letter of Credit, thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature 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, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Bank (E1) form of such Letter of Credit. Such the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be issued pursuant a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the Issuing Bank may require. Additionally, the Borrower shall furnish to such application and agreement for letter of credit as the Issuing Bank and the Borrower shall agree for use in connection with Administrative Agent such other documents and information pertaining to such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to the Issuing Bank in its reasonable discretion (it being understood that issuance or amendment, including any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)Issuer Documents, the Issuing Bank will, unless any Lender gives prior notice to as the Issuing Bank or the Administrative Agent that the applicable conditions of Section 3.2 would not be satisfied at the time of such issuance, upon fulfillment of the applicable conditions set forth in Section 3.2, make such Letter of Credit available to the Borrower at its office referred to in Section 9.8 or as otherwise agreed with the Borrower in connection with such Issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall governmay require.