Common use of Notice of Issuance Clause in Contracts

Notice of Issuance. Whenever Borrowers desire the issuance of a Letter of Credit, they shall deliver to the Administrative Agent an Issuance Notice no later than 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 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, and (f) 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 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 Borrowers are required to certify in the applicable Issuance Notice 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 Borrowers shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are required to certify in the applicable Issuance Notice.

Notice of Issuance. Whenever Borrowers desire the Borrower desires the issuance of a Letter of Credit, they it shall deliver to the applicable Issuing Bank, at the applicable Letter of Credit Issuing Office, and the Administrative Agent an Agent, at the Funding and Payment Office, a Notice of Issuance Notice no of Letter of Credit not later than 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 Notice 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) the expiration date of the Letter of Credit, (ed) the name and address of the beneficiary, and (fe) 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 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, FURTHER, 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. 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 Borrowers Borrower shall notify the applicable such Issuing Lender (Bank 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 Borrowers are the Borrower is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Credit, the Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are the Borrower is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire Company desires the issuance of a ------------------ Letter of Credit, they it shall deliver to Agent a Notice of Issuance of Letter of Credit substantially in the Administrative Agent an Issuance Notice 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 1:00 p.m. 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 Notice 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, (ef) the name and address of the beneficiary, and (fg) 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, 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). The Borrowers Company 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 Borrowers are Company is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Company is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire Company desires the issuance of a Letter of Credit, they it shall deliver to Administrative Agent, at the Administrative Agent an Funding and Payment Office, a Notice of Issuance Notice of Letter of Credit no later than 1:00 p.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 Notice 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) the expiration date of the Letter of Credit, (ed) the name and address of the beneficiary, and (fe) 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 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. The Borrowers Company 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 Borrowers are Company is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Credit, Company shall be deemed to have re-certifiedrecertified, as of the date of such issuance, as to the matters to which Borrowers are Company is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire the Borrower desires the issuance of a Letter of Credit, they the Borrower shall deliver to the Administrative Agent Bank an Issuance Notice Application and Agreement for Letter of Credit in the form of Exhibit C annexed hereto no later than 1:00 p.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 Issuance Notice 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, (diii) the expiration date of the Letter of Credit, (eiv) the name and address of the beneficiarybeneficiary of the Letter of Credit, and (fv) 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 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, FURTHER, 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. The Borrowers 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 certificates required to be delivered under that Letter of Credit have been delivered and that they comply on their face with the Administrative Agentrequirements 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 Borrowers are required to certify in the applicable Issuance Notice is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon Credit by the issuance of any Letter of Credit Borrowers shall be deemed to have re-certified, as Agent Bank constituted gross negligence or willful misconduct on the part of the date of such issuance, as to the matters to which Borrowers are required to certify in the applicable Issuance NoticeAgent Bank.

Notice of Issuance. Whenever Borrowers desire the issuance of a Letter of Credit, they shall deliver to the Administrative Agent an a Notice of Issuance Notice of Letter of Credit substantially in the form of Exhibit XV annexed hereto no later than 1:00 p.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 Notice 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, and (f) 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. 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 Borrowers are required to certify in the applicable Notice of Issuance Notice 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 Borrowers shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire the Borrower desires the issuance of a Letter of Credit, they the Borrower shall deliver to the Administrative Agent an Issuance Notice no later than 1:00 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 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, (div) the expiration date of the Letter of Credit, (ev) the name and address of the beneficiary, and (fvi) 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 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 PROVIDEDprovided, FURTHERfurther, 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. The Borrowers 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 the 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 or amendment or modification to a Letter of Credit, the event that any Issuing Bank shall promptly notify each Lender with a Revolving Commitment of the matters to such issuance, which Borrowers are required to certify in the applicable Issuance Notice is no longer true and correct as of the proposed date of issuance 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 Borrowers shall be deemed to have re-certified, as of and the date amount of such issuance, as Lender’s respective participation in such Letter of Credit pursuant to the matters to which Borrowers are required to certify in the applicable Issuance Notice.Section 2.3

Notice of Issuance. Whenever Borrowers desire Borrower desires the issuance of a Letter of Credit, they it shall deliver to the Administrative Agent an a Notice of Issuance Notice of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 1:00 p.m. 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 Notice 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) the expiration date of the Letter of Credit, (ed) the name and address of the beneficiary, and (fe) 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 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 A.M. (in the time zone of such office of the Issuing Lender) on such business day. The Borrowers 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 if any of the matters to which Borrowers are Borrower is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Borrower is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire Company desires the issuance of a Letter of Credit, they it shall deliver to the Administrative Agent an a Notice of Issuance Notice of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 1:00 p.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 Notice 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, and (f) 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. The Borrowers Company 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 Borrowers are Company is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Company is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire the Borrower desires the issuance of a Letter of Credit, they the Borrower shall deliver to the Administrative Agent Bank an Issuance Notice Application and Agreement for Letter of Credit in the form of Exhibit B annexed hereto and a Borrowing Certificate no later than 1:00 p.m. 10:00 A.M. (New York City Louisville, Kentucky, time) at least three ten (10) 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 Issuance Notice 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, (diii) the expiration date of the Letter of Credit, (eiv) the name and address of the beneficiary, and (fv) either the verbatim text a summary of the proposed purpose and contemplated terms of such 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 Bank to make payment under the Letter of Credit; PROVIDED provided that the Issuing LenderBank, 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, FURTHER, 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 11:00 A.M. (in the time zone of such office of the Issuing LenderLouisville, Kentucky, time) on such business dayBusiness Day. The Borrowers In determining whether to pay under any Letter of Credit, the Bank shall notify be responsible only to determine that the applicable Issuing Lender (documents and certificates required to be delivered under that Letter of Credit have been delivered and that they comply on their face with the Administrative Agentrequirements of that Letter of Credit; provided, if Administrative Agent is not such Issuing Lenderfurther, nothing contained in this Section 2.6(c) prior shall be deemed to prejudice the issuance right of the Borrower to recover from the Bank in respect of any amounts paid by the 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 Borrowers are required to certify in the applicable Issuance Notice is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon Credit by the issuance of any Letter of Credit Borrowers shall be deemed to have re-certified, as Bank constituted gross negligence or willful misconduct on the part of the date of such issuance, as to the matters to which Borrowers are required to certify in the applicable Issuance NoticeBank.

Notice of Issuance. Whenever Borrowers desire Company desires the issuance of a Letter of Credit, they it shall deliver to the Administrative Agent an a Notice of Issuance Notice of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 1:00 p.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 Notice 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, and (f) 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. The Borrowers Company 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 Borrowers are Company is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Company is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire Company desires the issuance of a Letter of Credit, they it shall deliver to the Administrative Agent an a Notice of Issuance Notice of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 1:00 p.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 Notice 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, (ef) the name and address of the beneficiary, and (fg) 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 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 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. The Borrowers Company 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 Borrowers are Company is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Company is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire Company desires the issuance of a Letter of Credit, they it shall deliver to the Administrative proposed Issuing Lender (with a copy to Agent an if Agent is not the proposed Issuing Lender) a Notice of Issuance Notice of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 1:00 p.m. 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 Notice 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) 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, (f) the name and address of the beneficiary, and (fg) 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 Lender) on such business day. 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 Borrowers are required to certify in the applicable Issuance Notice 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 Borrowers shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are required to certify in the applicable Issuance Notice.

Notice of Issuance. Whenever Borrowers desire Borrower desires the issuance of a Letter of Credit, they it shall deliver to Issuing Lender a Notice of Issuance of Letter of Credit substantially in the Administrative Agent an Issuance Notice form of Exhibit III annexed hereto no later than 1:00 p.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 Notice 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, and (f) 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, FURTHERfurther that, that unless otherwise agreed by the Issuing Lender, 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 Borrowers 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 Borrowers are required to certify Borrower has certified in the applicable Notice of Issuance Notice 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 Borrowers Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Borrower is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire Borrower desires the issuance of a Letter of Credit, they it shall deliver to the Administrative Agent an Issuing Lender a Notice of Issuance Notice of Letter of Credit no later than 1:00 p.m. 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 Lender, in its sole discretion, in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance Notice 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, and (f) 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, FURTHERfurther that, that unless otherwise agreed by the Issuing Lender, 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 Borrowers 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 Borrowers are required to certify Borrower has certified in the applicable Notice of Issuance Notice 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 Borrowers Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Borrower is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire Borrower desires the issuance of a Letter of Credit, they it shall deliver to the proposed Issuing Lender (with a copy to Administrative Agent an if Administrative Agent is not the proposed Issuing Lender) a Notice of Issuance Notice of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 1:00 p.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 Notice 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) the expiration date of the Letter of Credit, (ed) the name and address of the beneficiary, and (fe) 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 Business Day (under the laws of the jurisdiction in which the office of the t he 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 LenderNew York time) on such business dayBusiness Day. The Borrowers Borrower shall notify the applicable Issuing Lender (and the Administrative Agent, 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 Borrowers are Borrower is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Borrower is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire Company desires the issuance of a Letter of CreditCredit in accordance with subsection 3.1A above, they it shall deliver to the Administrative Agent an a Notice of Issuance Notice of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 1:00 p.m. 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 (once the Issuing Lender has been selected and with the Administrative Agent's approval) 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 Notice 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 CreditCredit (subject to subsection 3.1A hereof), (e) the name and address of the beneficiary, and (f) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description and list of any documents (including the content thereof) 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. The Borrowers Upon the Administrative Agent's receipt of such Notice of Issuance, the Issuing Lender shall be determined in accordance with subsection 3.1B(ii) hereof. Company 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 Borrowers are Company is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Company is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire Borrower desires the issuance of a Letter of Credit, they it shall deliver to the Administrative Agent an Bank a Notice of Issuance Notice of Letter of Credit no later than 1:00 p.m. 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 Notice 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 (dwhich amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) as quoted by Bank to Borrower in connection with such Letter of Credit, (iii) the expiration date of the Letter of Credit, (eiv) the name and address of the beneficiary, and (fv) 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 provided 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. The Borrowers Borrower shall notify the applicable Issuing Lender (and the 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 Borrowers are Borrower is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Credit, Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Borrower is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire Company desires the issuance of a Letter of Credit, they it shall deliver to the proposed Issuing Lender (with a copy to Domestic Administrative Agent an if Domestic Administrative Agent is not the proposed Issuing Lender) a Notice of Issuance Notice of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 1:00 p.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 Notice 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) whether such Letter of Credit is to be denominated in Dollars or Canadian Dollars, (f) the expiration date of the Letter of Credit, (eg) the name and address of the beneficiary, and (fh) 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 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 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. 11:00 a.m. (in the time zone of such office of the Issuing Lender) on such business day. The Borrowers Company shall notify the applicable Issuing Lender (and the 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 Borrowers are Company is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Credit, Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Company is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever the Borrowers desire the issuance of a Letter of Credit, they shall deliver to the applicable Issuing Bank, at the applicable Letter of Credit Issuing Office, and the Administrative Agent an Agent, at the applicable Funding and Payment Office, a Notice of Issuance Notice of Letter of Credit no later than 1:00 p.m. 11:00 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 Notice 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) the expiration date of the Letter of Credit, (ed) 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 (f) 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 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, FURTHER, 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. 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 the applicable such Issuing Lender (Bank 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 the Borrowers are required to certify in the applicable Notice of Issuance Notice 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 Borrowers shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which the Borrowers are required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire Company desires the issuance of a Letter of Credit, they it shall deliver to the Administrative Agent an and to the Lender which Company has requested to issue such Letter of Credit a Notice of Issuance Notice of Letter of Credit no later than 1:00 p.m. 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 Notice 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, (iv) the expiration date of the Letter of Credit, (ev) the name and address of the beneficiary, and (fvi) 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 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, 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 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. The Borrowers shall notify the applicable Issuing Lender (and the 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 Borrowers are required to certify in the applicable Issuance Notice 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 Borrowers shall be deemed to have re-certified, as been delivered and that they comply on their face with the requirements of the date that Letter of such issuance, as to the matters to which Borrowers are required to certify in the applicable Issuance NoticeCredit.

Notice of Issuance. Whenever Borrowers desire the issuance of a Letter of Credit, they shall deliver to the Administrative Agent an a Notice of Issuance Notice of Letter of Credit substantially in the form of Exhibit XV annexed hereto no later than 1:00 p.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 Notice 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, and (f) 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 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. 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 Borrowers are required to certify in the applicable Notice of Issuance Notice 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 Borrowers shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire Company desires the issuance of a Letter of Credit, they it shall deliver to the Administrative Agent an a Notice of Issuance Notice of Letter of Credit substantially in the form of EXHIBIT III annexed hereto no later than 1:00 p.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 Notice 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, (ef) the name and address of the beneficiary, and (fg) 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. The Borrowers Company 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 Borrowers are Company is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Company is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire the Borrower desires the issuance ------------------ of a Letter of Credit, they the Borrower shall deliver to the Administrative Agent Bank an Issuance Notice Application and Agreement for Letter of Credit in the form of Exhibit C annexed --------- hereto no later than 1:00 p.m. 12:00 noon (New York City Louisville, Kentucky time) at least three ten (10) 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 Issuance Notice 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, (diii) the expiration date of the Letter of Credit, (eiv) the name and address of the beneficiarybeneficiary of the Letter of Credit, and (fv) 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 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, FURTHER, 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. The Borrowers 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 certificates required to be delivered under that Letter of Credit have been delivered and that they comply on their face with the Administrative Agentrequirements of that Letter of Credit; provided, if Administrative further, nothing contained in this Section 2.7B ----------------- 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 Borrowers are required to certify in the applicable Issuance Notice is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon Credit by the issuance of any Letter of Credit Borrowers shall be deemed to have re-certified, as Agent Bank constituted gross negligence or willful misconduct on the part of the date of such issuance, as to the matters to which Borrowers are required to certify in the applicable Issuance NoticeAgent Bank.

Notice of Issuance. Whenever Borrowers desire the issuance of a Letter of Credit, they shall deliver to the Administrative Agent an Issuance Notice no later than 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 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, and (f) 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, FURTHERfurther, 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 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 Borrowers are required to certify in the applicable Issuance Notice 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 Borrowers shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are required to certify in the applicable Issuance Notice.

Notice of Issuance. Whenever Borrowers desire Company desires the issuance of a Letter of Credit, they it shall deliver to Chase Co- Administrative Agent, at the Administrative Agent an Funding and Payment Office, a Notice of Issuance Notice of Letter of Credit no later than 1:00 p.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 Notice 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) the expiration date of the Letter of Credit, (ed) the name and address of the beneficiary, and (fe) 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 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. The Borrowers Company shall notify the applicable Issuing Lender (and the 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 Borrowers are Company is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Credit, Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Company is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire Borrower desires the issuance of a Letter of Credit, they it shall deliver to the Administrative Agent an Bank a Notice of Issuance Notice of Letter of Credit no later than 1:00 p.m. 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 Notice 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 (dwhich amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) as quoted by Bank to Borrower in connection with such Letter of Credit, (iii) the expiration date of the Letter of Credit, (eiv) the name and address of the beneficiary, and (fv) 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 provided 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. The Borrowers Borrower shall notify the applicable Issuing Lender (and the 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 Borrowers are Borrower is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Credit, Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Borrower is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire any Borrower desires the issuance of a Letter of Credit, they it shall deliver to the Administrative Agent an a Request for Issuance Notice of Letter of Credit in the form of Exhibit M annexed hereto no later than 1:00 p.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 Request for Issuance Notice 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, and (f) 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, 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 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 Borrowers are required to certify in the applicable Request for Issuance Notice 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 Borrowers shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are required to certify in the applicable Request for Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire Canadian Borrower desires the issuance of a Letter of Credit, they it shall deliver to the Canadian Administrative Agent an and Administrative Agent a Notice of Issuance Notice of Letter of Credit in the form of Exhibit XI hereto no later than 1:00 p.m. P.M. (New York City Toronto 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 Whenever Australian Borrower desires the issuance of a Letter of Credit, it shall deliver to Australian Administrative Agent and Administrative Agent a Notice of Issuance of Letter of Credit in the form of Exhibit XI hereto no later than 1:00 P.M. (Sydney time) at least five Business Days or 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. Whenever U.S. Borrower desires the issuance of a Letter of Credit, it shall deliver to Admin- istrative Agent a Notice of Issuance of Letter of Credit in the form of Exhibit XI hereto no later than 1:00 P.M. (New York time) at least five Business Days or 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. Each Notice of Issuance of Letter of Credit shall specify (ai) the Borrower, (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, (div) the expiration date of the Letter of Credit, (ev) the name and address of the beneficiary, (vi) a summary of the purpose and (f) 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 applicable Issuing Lender to make payment under the Letter of Credit; PROVIDED provided that the applicable 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, 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 11:00 A.M. (in the New York time, Toronto time zone of such office of the Issuing Lenderor Sydney time, as applicable,) on such business dayBusiness Day. The Borrowers Promptly upon the issuance of a Letter of Credit, the applicable Issuing Lender shall notify the applicable Issuing Lender (Lenders of the applicable Borrower of such issuance and the Administrative Agent, if Administrative Agent is not such Issuing Lender) prior details thereof. In determining whether to the issuance of pay under any Letter of Credit in the event that any of the matters to which Borrowers are required to certify in the applicable Issuance Notice is no longer true and correct as of the proposed date of issuance of such Letter of Credit, the applicable 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 Borrowers shall be deemed to have re-certified, as been delivered and that they comply on their face with the requirements of the date that Letter of such issuance, as to the matters to which Borrowers are required to certify in the applicable Issuance NoticeCredit.

Notice of Issuance. Whenever Borrowers desire Borrower desires the issuance of a Letter of Credit, they it shall deliver to the Administrative Agent an Bank a Notice of Issuance Notice of Letter of Credit no later than 1:00 p.m. 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 Notice 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 (dwhich amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) as quoted by Bank to Borrower in connection with such Letter of Credit, (iii) the expiration date of the Letter of Credit, (eiv) the name and address of the beneficiary, and (fv) 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 provided 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. The Borrowers Borrower shall notify the applicable Issuing Lender (and the 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 Borrowers are Borrower is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Credit, Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are required to certify in the applicable Issuance Notice.the

Notice of Issuance. Whenever Borrowers desire a Borrower desires the issuance of a Letter of Credit, they Res-Care, as agent for such Borrower, shall deliver to PNC an Application and Agreement for Letter of Credit in the Administrative Agent an Issuance Notice form of EXHIBIT Q annexed hereto no later than 1:00 p.m. 10:00 A.M. (New York City Louisville, Kentucky time) at least three ten (10) 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 PNC in any particular instance, in advance of the proposed date of issuance. The Issuance Notice 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, (diii) the expiration date of the Letter of Credit, (eiv) the name and address of the beneficiarybeneficiary of the Letter of Credit, and (fv) 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 Res-Care 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 PNC to make payment under the Letter of Credit; PROVIDED that the Issuing LenderPNC, 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, FURTHER, 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 11:00 A.M. (in the time zone of such office of the Issuing LenderLouisville, Kentucky time) on such business dayBusiness Day. The In determining whether to pay under any Letter of Credit, PNC shall be responsible only to determine that the documents and certificates 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, FURTHER, nothing contained in this Section 2.7B shall be deemed to prejudice the right of the Borrowers shall notify the applicable Issuing Lender (and the Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance recover from PNC in respect of any amounts paid by PNC 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 Borrowers are required to certify in the applicable Issuance Notice is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon Credit by PNC constituted gross negligence or willful misconduct on the issuance part of any Letter of Credit Borrowers shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are required to certify in the applicable Issuance NoticePNC.

Notice of Issuance. Whenever Borrowers desire Borrower desires the issuance of a Letter of Credit, they it shall deliver to Issuing Lender a Notice of Issuance of Letter of Credit substantially in the Administrative Agent an Issuance Notice form of Exhibit III annexed hereto no later than 1:00 p.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 Notice 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, and (f) 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, FURTHERthat, that unless otherwise agreed by the Issuing Lender, 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 Borrowers 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 Borrowers are required to certify Borrower has certified in the applicable Notice of Issuance Notice 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 Borrowers Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Borrower is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire Company desires the issuance of a ------------------ Letter of Credit, they it shall deliver to the Issuing Bank, at the Letter of Credit Issuing Office, and the Administrative Agent an Agent, at the Funding and Payment Office, a Notice of Issuance Notice of Letter of Credit no later than 1:00 p.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 Notice 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) the expiration date of the Letter of Credit, (ed) the name and address of the beneficiary, and (fe) 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 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, FURTHER, 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 Borrowers 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 Borrowers are Company is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Credit, Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Company is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire Borrower desires the issuance of a Letter of Credit, they it shall deliver to the Administrative Agent an a Notice of Issuance Notice of Letter of Credit no later than 1:00 p.m. 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 in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance Notice 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) the expiration date of the Letter of Credit, (ed) the name and address of the beneficiary, and (fe) 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 whichthat, 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 LenderPacific time) on such business day. The Borrowers 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 Borrowers are Borrower is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Borrower shall be deemed to have re-re- certified, as of the date of such issuance, as to the matters to which Borrowers are Borrower is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire the Borrower desires the issuance of a Letter of Credit, they it shall deliver to the Administrative Agent an Issuance Notice no later than 1:00 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 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, and (f) 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, FURTHERfurther, 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 Borrowers 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 Borrowers are the Borrower is required to certify in the applicable Issuance Notice 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 Borrowers the Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are the Borrower is required to certify in the applicable Issuance Notice.

Notice of Issuance. Whenever the Borrowers desire the issuance or amendment of a Letter of Credit, they shall deliver make request therefor to the Administrative Agent an Issuance Notice no later than 1:00 p.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 Issuance Notice 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) the expiration date of the Letter of CreditCredit requested to be issued or amended, when added to the 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 (eii) the name Section 3.2B is satisfied on and address as of the beneficiarydate 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 (f) either shall deliver to the 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, as the case may be, and 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 Bank to make payment under the Letter of Credit; PROVIDED 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. The Borrowers shall notify the applicable Issuing Lender (and the 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 Borrowers are required to certify in the applicable Issuance Notice 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 Borrowers 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 Credit will be issued or amended. Upon the issuance, negotiation, amendment or expiration of a Letter of Credit, each Issuing Bank shall notify the Administrative Agent of such issuanceactivity and on no less than a semi-monthly basis, as to the matters to which Borrowers are required to certify in Administrative Agent shall notify each Lender of such activity and the applicable Issuance Noticeaggregate face amount of all outstanding Letters of Credit.

Notice of Issuance. Whenever Borrowers desire Company desires the issuance of a Letter of Credit, they it shall deliver to Agent a Notice of Issuance of Letter of Credit substantially in the Administrative Agent an Issuance Notice form of Exhibit III annexed hereto (including Part A of the Issuing Lender's standard application for a letter of credit and the signature page to such Part A, it being understood that Part B of such application shall not be applicable) no later than 1:00 p.m. (New York City 9:00 A.M., 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 Notice 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, (ef) the name and address of the beneficiary, and (fg) 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. No Standby Letter of Credit (other than the Ontario 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 date on which such draft is presented if such presentation is made before 9:00 A.M. (in the time zone of the Issuing Lender), FURTHER, that no or (y) two Business Days after the date on which such draft is presented if such presentation is made after 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 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 four 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 such office of the Issuing Lender) on such business day). The Borrowers Company 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 Borrowers are Company is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are required to certify in the applicable Issuance Notice.to

Notice of Issuance. Whenever Borrowers desire Company desires the issuance ------------------ of a Letter of Credit, they it shall deliver to the Administrative Agent an a Notice of Issuance Notice of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 1:00 p.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 Notice 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, and (f) 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. The Borrowers Company 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 Borrowers are Company is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Company is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire Borrower desires the issuance of a Letter of Credit, they it shall deliver to the relevant L/C Issuer and the Administrative Agent an a Notice of Issuance Notice of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 1:00 p.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 Notice 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) the expiration date of the Letter of Credit, (ed) the name and address of the beneficiary, and (fe) 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 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 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 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. The Borrowers Borrower shall notify the applicable Issuing Lender (and the 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 Borrowers are Borrower is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Borrower is required to certify in the applicable Notice of Issuance Noticeof 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.

Notice of Issuance. Whenever Borrowers desire Borrower desires the issuance of a Letter of Credit, they it shall deliver to the Administrative Agent an a Notice of Issuance Notice of Letter of Credit substantially in the form of Exhibit IX annexed hereto no later than 1:00 p.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 Notice 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, and (f) 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. The Borrowers 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 Borrowers are Borrower is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Borrower is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire Company desires the issuance of a Letter of Credit, they it shall deliver to Agent and Issuing Lender a Notice of Issuance of Letter of Credit substantially in the Administrative Agent an Issuance Notice form of EXHIBIT III annexed hereto together with a duly executed Letter of Credit Agreement no later than 1:00 p.m. 11:00 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 Notice 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) 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 (fg) 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, 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. The Borrowers Company 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 Borrowers are Company is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Company is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire any Borrower desires the issuance of a Letter of Credit, they it shall deliver to Administrative Agent (with a copy to Agent or such other proposed Issuing Lender approved by the Administrative Agent an Agent) a Notice of Issuance Notice of Letter of Credit substantially in the form of EXHIBIT III annexed hereto no later than 1:00 p.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 Notice 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 the Letter of Credit, (c) the face amount of applicable currency the Letter of CreditCredit is requested to be denominated in, (d) the expiration date of the Letter of Credit, (e) the name and address of the beneficiary, and (f) 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. The Borrowers Borrower shall notify the applicable Issuing Lender (and the 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 Borrowers are it is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are it is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire Borrower desires the issuance of a Letter of Credit, they it shall deliver to the Administrative Agent an Issuing Lender a Notice of Issuance Notice of Letter of Credit no later than 1:00 p.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 Notice 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 (dwhich amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate as quoted by the Issuing Lender to Borrower in connection with such Letter of Credit), (c) the expiration date of the Letter of Credit, (ed) the name and address of the beneficiary, and (fe) 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 sole 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 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. The Borrowers Borrower shall notify the applicable Issuing Lender (and the 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 Borrowers are Borrower is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Borrower is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire Company desires the issuance of a Letter of Credit, they it shall deliver to the Issuing Lender (with a copy to Administrative Agent Agent) an irrevocable Notice of Issuance Notice of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 1:00 p.m. 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 in any particular particu lar instance, in advance of the proposed date of issuance. The Notice of Issuance Notice 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) the expiration date of the Letter of Credit, (ed) the name and address of the beneficiary, and (fe) 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 Lender) on such business day. The Borrowers Company shall notify the applicable Issuing Lender (and the with a copy to 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 Borrowers are Company is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Company is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire the Borrower desires the issuance of a Letter of Credit, they it shall deliver to the Administrative Agent an Issuance Notice no later than 1:00 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 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) the expiration date of the Letter of Credit, (e) the name and address of the beneficiary, and (f) 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 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, FURTHERfurther, 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 Borrowers 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 Borrowers are the Borrower is required to certify in the applicable Issuance Notice 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 Borrowers the Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are the Borrower is required to certify in the applicable Issuance Notice.

Notice of Issuance. Whenever Borrowers desire Company desires the issuance of a Letter of Credit, they it shall deliver to the Administrative Agent an a Notice of Issuance Notice of Letter of Credit substantially in the form of Exhibit IV annexed hereto no later than 1:00 p.m. 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 Notice 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) the expiration date of the Letter of Credit, (ed) the name and address of the beneficiary, and (fe) 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 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 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 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. The Borrowers Company 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 Borrowers are Company is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Company is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire a Borrower desires the issuance of a Letter of Credit, they BT, on behalf of the Borrowers, shall deliver to the Administrative Agent Bank an Issuance Notice Application and Agreement for Letter of Credit in the form of Exhibit C annexed hereto no later than 1:00 p.m. 12:00 noon (New York City Louisville, Kentucky time) at least three ten (10) 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 Issuance Notice 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, (diii) the expiration date of the Letter of Credit, (eiv) the name and address of the beneficiarybeneficiary of the Letter of Credit, and (fv) 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 Borrowers 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 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, FURTHER, 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. The In determining whether to pay under any Letter of Credit, the Agent Bank shall be responsible only to determine that the documents and certificates 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, further, nothing contained in this Section 2.7B shall be deemed to prejudice the right of the Borrowers shall notify to recover from the applicable Issuing Lender (and Agent Bank in respect of any amounts paid by the Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of 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 Borrowers are required to certify in the applicable Issuance Notice is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon Credit by the issuance of any Letter of Credit Borrowers shall be deemed to have re-certified, as Agent Bank constituted gross negligence or willful misconduct on the part of the date of such issuance, as to the matters to which Borrowers are required to certify in the applicable Issuance NoticeAgent Bank.

Notice of Issuance. Whenever Borrowers desire Company desires the issuance of a Letter of Credit, they it shall deliver to the Administrative Agent an a Notice of Issuance Notice of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 1:00 p.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 Notice 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, and (f) 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. The Borrowers Company 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 Borrowers are Company is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Company is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire Borrower desires the issuance of a Letter of Credit, they it shall deliver to the Administrative Agent an Issuance Notice and Fronting Bank a written notice no later than 1:00 p.m. 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 Issuance Notice 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, (diii) the expiration date of the Letter of CreditCredit (which shall comply with Subsection 2.1A), (eiv) 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 (fvi) 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 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, FURTHER, 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. The Borrowers shall notify the applicable Issuing Lender (and the 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 Borrowers are required to certify in the applicable Issuance Notice 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 Borrowers have been delivered and that they comply on their face with the requirements of that Letter of Credit. Promptly after receipt of a notice of issuance of a Letter of Credit, Administrative Agent shall be deemed to have re-certified, as notify each Lender of the date proposed issuance and the amount of such issuanceeach Lender's respective participation therein, as to the matters to which Borrowers are required to certify determined in the applicable Issuance Notice.accordance with subsection 2.1A.

Notice of Issuance. Whenever Borrowers desire Company desires the issuance of a Letter of Credit, they it shall deliver to the Administrative proposed Issuing Lender (with a copy to Agent an if Agent is not the proposed Issuing Lender) a Notice of Issuance Notice of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 1:00 p.m. 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 Notice 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) 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, (f) the name and address of the beneficiary, and (fg) 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 Lender) on such business day. 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 Borrowers are required to certify in the applicable Issuance Notice 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 Borrowers shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are required to certify in the applicable Issuance Notice.such

Notice of Issuance. Whenever Borrowers desire Company desires the issuance of a Letter of Credit, they it shall deliver to Agent a Notice of Issuance of Letter of Credit substantially in the Administrative Agent an Issuance Notice form of Exhibit III annexed hereto no later than 1:00 p.m. 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 Notice 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) the expiration date of the Letter of Credit, (ed) the name and address of the beneficiary, and (fe) 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. The Borrowers Company 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 Borrowers are Company is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Company is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire Company desires the issuance of a Letter of Credit, they it shall deliver to the Administrative Agent an a Notice of Issuance Notice of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 1:00 p.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 Notice 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, (ef) the name and address of the beneficiary, and (f) 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. The Borrowers Company 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 Borrowers are Company is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Company is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit. On the Closing, Date, and so long as the conditions precedent in subsections 4.1 and 4.2 have been fulfilled, each of the Existing Letters of Credit shall, automatically and without any further action by any Person, be deemed to be a duly issued “Letter of Credit” issued on the Closing Date and outstanding under this Agreement (and Xxxxx Fargo shall be the Issuing Lender with respect to such Existing Letters of Credit).

Notice of Issuance. Whenever Borrowers desire Company desires the issuance of a Letter of Credit, they it shall deliver to the Administrative Agent an a Notice of Issuance Notice of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 1:00 p.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 Notice 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, (ef) the name and address of the beneficiary, and (fg) 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 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. The Borrowers Company 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 Borrowers are Company is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Company is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire Company desires the issuance of a ------------------ Letter of Credit, they it shall deliver to the Administrative Agent an a Notice of Issuance Notice of Letter of Credit no later than 1:00 p.m. 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 Notice 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) the expiration date of the Letter of Credit, (ed) the name and address of the beneficiary, and (fe) 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 Lender) on such business day. The Borrowers Company 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 Borrowers are Company is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Company is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire Borrower desires the issuance of a Letter of Credit, they it shall deliver to the proposed Issuing Lender (with a copy to Administrative Agent an if Administrative Agent is not the proposed Issuing Lender) a Notice of Issuance Notice of Letter of Credit substantially in the form of EXHIBIT III annexed hereto no later than 1:00 p.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 Notice 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) the expiration date of the Letter of Credit, (ed) the name and address of the beneficiary, and (fe) 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, 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 LenderNew York time) on such business dayBusiness Day. The Borrowers Borrower shall notify the applicable Issuing Lender (and the Administrative Agent, 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 Borrowers are Borrower is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Borrower is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire a Borrower desires the issuance of a Letter of Credit, they Res-Care, as agent for such Borrower, shall deliver to PNC an Application and Agreement for Letter of Credit in the Administrative Agent an Issuance Notice form of Exhibit C annexed hereto no later than 1:00 p.m. 10:00 A.M. (New York City Louisville, Kentucky time) at least three ten (10) 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 PNC in any particular instance, in advance of the proposed date of issuance. The Issuance Notice 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, (diii) the expiration date of the Letter of Credit, (eiv) the name and address of the beneficiarybeneficiary of the Letter of Credit, and (fv) 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 Res-Care 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 PNC to make payment under the Letter of Credit; PROVIDED provided that the Issuing LenderPNC, 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, FURTHER, 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 11:00 A.M. (in the time zone of such office of the Issuing LenderLouisville, Kentucky time) on such business dayBusiness Day. The In determining whether to pay under any Letter of Credit, PNC shall be responsible only to determine that the documents and certificates 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, further, nothing contained in this Section 2.7B shall be deemed to prejudice the right of the Borrowers shall notify the applicable Issuing Lender (and the Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance recover from PNC in respect of any amounts paid by PNC 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 Borrowers are required to certify in the applicable Issuance Notice is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon Credit by PNC constituted gross negligence or willful misconduct on the issuance part of any Letter of Credit Borrowers shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are required to certify in the applicable Issuance NoticePNC.

Notice of Issuance. Whenever Borrowers desire Company desires the issuance of a Letter of Documentary Credit, they it shall deliver to the Administrative Agent an a Notice of Issuance Notice of Documentary Credit substantially in the form of EXHIBIT III annexed hereto no later than 1:00 p.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 Notice 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) the expiration date of the Letter of Documentary Credit, (e) the name and address of the beneficiary, and (f) 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 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 PROVIDEDprovided, FURTHER, 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. The Borrowers Company 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 Documentary Credit in the event that any of the matters to which Borrowers are Company is required to certify in the applicable Notice of Issuance Notice 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 Borrowers 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 Borrowers are Company is required to certify in the applicable Notice of Issuance Noticeof 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 Borrowers desire Company desires the issuance of a ------------------ Letter of Credit, they it shall deliver to the Administrative Agent an a Notice of Issuance Notice of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 1:00 p.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 Notice 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, and (f) 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. The Borrowers Company 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 Borrowers are Company is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Company is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire Borrower desires the issuance of a Letter of Credit, they it shall deliver to the relevant L/C Issuer and the Administrative Agent an a Notice of Issuance Notice of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 1:00 p.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 Notice 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) the expiration date of the Letter of Credit, (ed) the name and address of the beneficiary, and (fe) 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 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 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 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. The Borrowers Borrower shall notify the applicable Issuing Lender (and the 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 Borrowers are Borrower is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Borrower is required to certify in the applicable Notice of Issuance Noticeof 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 Borrowers desire any Domestic Borrower desires the issuance of a Letter of Credit, they it shall deliver to the Administrative proposed Issuing Lender (with a copy to Primary Documentation Agent an if Primary Documentation Agent is not the proposed Issuing Lender) a Notice of Issuance Notice of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 1:00 p.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 any Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance Notice 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) whether such Letter of Credit is to be denominated in Dollars or Canadian Dollars, (f) the expiration date of the Letter of Credit, (eg) the name and address of the beneficiary, and (fh) either a summary of the verbatim purpose of such Letter of Credit. At least two Business Days prior to the proposed date of issuance, the applicable Domestic Borrower 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 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 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 11:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. 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 Borrowers are required to certify in the applicable Issuance Notice 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 Borrowers shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are required to certify in the applicable Issuance Notice.

Notice of Issuance. Whenever Borrowers desire Borrower desires the issuance of a Letter of Credit, they it shall deliver to the Administrative Agent an a Notice of Issuance Notice of Letter of Credit no later than 1:00 p.m. 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 in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance Notice 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) the expiration date of the Letter of Credit, (ed) the name and address of the beneficiary, and (fe) 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 whichthat, 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 LenderPacific time) on such business day. The Borrowers 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 Borrowers are Borrower is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Credit, Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Borrower is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire Company desires the issuance of a Letter of Credit, they it shall deliver to Administrative Agent, at the Administrative Agent an Funding and Payment Office, a Notice of Issuance Notice of Letter of Credit no later than 1:00 p.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 Notice 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) the expiration date of the Letter of Credit, (ed) the name and address of the beneficiary, and (fe) 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 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. The Borrowers Company 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 Borrowers are Company is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Credit, Company shall be deemed to have re-certifiedrecertified, as of the date of such issuance, as to the matters to which Borrowers are Company is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire the Borrower desires the issuance of a Letter of Credit, they the Borrower shall deliver to PNC an Application and Agreement for Letter of Credit in the Administrative Agent an Issuance Notice form of Exhibit C annexed hereto no later than 1:00 p.m. 10:00 A.M. (New York City Louisville, Kentucky time) at least three ten (10) 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 PNC in any particular instance, in advance of the proposed date of issuance. The Issuance Notice 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, (diii) the expiration date of the Letter of Credit, (eiv) the name and address of the beneficiary, and (fv) either the verbatim text a summary of the proposed purpose and contemplated terms of such 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 PNC to make payment under the Letter of Credit; PROVIDED provided that the Issuing LenderPNC, 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, FURTHER, 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 11:00 A.M. (in the time zone of such office of the Issuing LenderLouisville, Kentucky time) on such business dayBusiness Day. The Borrowers In determining whether to pay under any Letter of Credit, PNC shall notify be responsible only to determine that the applicable Issuing Lender (documents and certificates required to be delivered under that Letter of Credit have been delivered and that they comply on their face with the Administrative Agentrequirements of that Letter of Credit; pro- vided, if Administrative Agent is not such Issuing Lender) prior further, nothing contained in this Section 2.7B shall be deemed to prejudice the issuance right of the Borrower to recover from PNC in respect of any amounts paid by PNC under any Letter of Credit in the event that any it is determined by a court of competent jurisdic- tion that the matters payment with respect to which Borrowers are required to certify in the applicable Issuance Notice is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon Credit by PNC constituted gross negligence or willful misconduct on the issuance part of any Letter of Credit Borrowers shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are required to certify in the applicable Issuance NoticePNC.

Notice of Issuance. Whenever Borrowers desire Company desires the issuance of a ------------------ Letter of Credit, they it shall deliver to the Administrative Agent an a Notice of Issuance Notice of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 1:00 p.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 Notice 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, and (f) 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. 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 Borrowers are required to certify in the applicable Issuance Notice 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 Borrowers shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are required to certify in the applicable Issuance Notice.

Notice of Issuance. Whenever Borrowers desire Borrower desires the issuance of a ------------------ Letter of Credit, they it shall deliver to the Administrative Agent an a Notice of Issuance Notice of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 1:00 p.m. 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 Notice 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) the expiration date of the Letter of Credit, (ed) the name and address of the beneficiary, and (fe) 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 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 A.M. (in the time zone of such office of the Issuing Lender) on such business day. The Borrowers 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 if any of the matters to which Borrowers are Borrower is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are Borrower is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire the Borrower desires the issuance of a Letter of Credit, they it shall deliver to the applicable Issuing Bank, at the applicable Letter of Credit Issuing Office, and the Administrative Agent an Agent, at the applicable Funding and Payment Office, a Notice of Issuance Notice no of Letter of Credit not later than 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 Notice 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) the expiration date of the Letter of Credit, (ed) the name and address of the beneficiary, beneficiary and (fe) 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 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, FURTHER, 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. 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 Borrowers Borrower shall notify the applicable such Issuing Lender (Bank 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 Borrowers are the Borrower is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Credit, the Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrowers are the Borrower is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.

Notice of Issuance. Whenever Borrowers desire the Borrower desires the issuance of a Letter of Credit, they the Borrower shall deliver to the Administrative Agent Bank an Issuance Notice Application and Agreement for Letter of Credit in the form of Exhibit C annexed hereto no later than 1:00 p.m. 12:00 noon (New York City Louisville, Kentucky time) at least three ten (10) 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 issuanceissu-ance. The Issuance Notice 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, (diii) the expiration date of the Letter of Credit, (eiv) the name and address of the beneficiarybeneficiary of the Letter of Credit, and (fv) 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 is-suance 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 provided that the Issuing LenderAgent Bank, in its reasonable discretionsole rea-sonable judgment, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments and 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 Business Day (under the laws of the jurisdiction in which the office Common-wealth of the Issuing Lender to which such draft is required to be presented is locatedKentucky) that such draft is presented if such presentation presenta-tion 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. The Borrowers In determining whether to pay under any Letter of Credit, the Agent Bank shall notify be responsible only to deter-mine that the applicable Issuing Lender (documents and certificates required to be delivered under that Letter of Credit have been delivered and that they comply on their face with the Administrative Agentrequirements of that Letter of Credit; provided, if Administrative further, nothing contained in this Section 2.7B 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 Borrowers are required to certify in the applicable Issuance Notice is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon Credit by the issuance of any Letter of Credit Borrowers shall be deemed to have reAgent Bank con-certified, as stituted gross negligence or willful misconduct on the part of the date of such issuance, as to the matters to which Borrowers are required to certify in the applicable Issuance NoticeAgent Bank.

Notice of Issuance. Whenever Borrowers desire Company desires the issuance of a Letter of Credit, they it shall deliver to the Administrative Agent an a Notice of Issuance Notice of Letter of Credit substantially in the form of Exhibit II annexed hereto no later than 1:00 p.m. 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 Notice 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) the expiration date of the Letter of Credit, (ed) the name and address of the beneficiary, and (fe) 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 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 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 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. The Borrowers Company 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 Borrowers are Company is required to certify in the applicable Notice of Issuance Notice 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 Borrowers Company shall be deemed to have re-re- certified, as of the date of such issuance, as to the matters to which Borrowers are Company is required to certify in the applicable Notice of Issuance Noticeof Letter of Credit.