Common use of Notice of Issuance Clause in Contracts

Notice of Issuance. Whenever an Applicable Account Party desires the issuance or amendment of a Letter of Credit, it shall deliver to each of the Administrative Agent and the applicable Issuing Bank an Application in use by the applicable Issuing Bank at that time no later than 1:00 p.m. (New York City time) at least five Business Days in advance of the proposed date of issuance or amendment or such shorter period as may be agreed to by the applicable Issuing Bank in any particular instance. Such Application shall be accompanied by documentary and other evidence of the proposed beneficiary’s identity as may reasonably be requested by the applicable Issuing Bank to enable the applicable Issuing Bank to verify the beneficiary’s identity or to comply with any applicable laws or regulations, including, without limitation, the USA PATRIOT Act or as otherwise customarily requested by the applicable Issuing Bank and shall specify the currency of such Letter of Credit. Upon satisfaction or waiver of the conditions set forth in Section 4.02 and subject to the terms and conditions set forth in this Section 2.20, the applicable Issuing Bank shall issue, amend, extend or increase the requested Letter of Credit subject to no violation of any of, and only in accordance with, the Issuing Bank’s standard operating procedures as in effect from time to time. If a Letter of Credit is requested in a currency other than dollars, the Issuing Bank shall not be required to issue such Letter of Credit if it does not issue Letters of Credit in such currency as of the requested issuance date. Upon the issuance of any Letter of Credit or amendment, extension or increase thereof, the applicable Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender with a Revolving Commitment of such issuance, which notice from the Administrative Agent shall be accompanied by a copy of such Letter of Credit or amendment, extension or increase thereof and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.20(e).

Notice of Issuance. Whenever an Applicable Account Party desires the issuance or amendment of a Each Letter of CreditCredit shall be issued upon notice, it shall deliver to each of the Administrative Agent and the applicable Issuing Bank an Application in use by the applicable Issuing Bank at that time no given not later than 1:00 p.m. 11:00 A.M. (New York City time) at least five on the fifth Business Days in advance Day prior to the date of the proposed date issuance of issuance such Letter of Credit (or amendment or on such shorter period notice as may be agreed to by the applicable Issuing Bank in may agree), by any particular instanceBorrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof by facsimile. Such Application Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by documentary and other evidence telephone, confirmed immediately in writing, or facsimile, specifying therein the requested (i) date of the proposed beneficiary’s identity as may reasonably such issuance (which shall be requested by the applicable Issuing Bank to enable the applicable Issuing Bank to verify the beneficiary’s identity or to comply with any applicable laws or regulations, including, without limitation, the USA PATRIOT Act or as otherwise customarily requested by the applicable Issuing Bank and shall specify the currency a Business Day), (ii) Available Amount of such Letter of Credit. Upon satisfaction or waiver , (iii) expiration date of such Letter of Credit (which shall not be later than 15 days prior to the Termination Date), (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such customary application and agreement for letter of credit as such Issuing Bank may specify to the Borrower requesting such issuance for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). Every Notice of Issuance given by a Subsidiary Borrower must be countersigned by an authorized representative of TBC, in order to evidence the consent of TBC, in its sole discretion, to that proposed Letter of Credit. If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion, such Issuing Bank may, upon fulfillment of the applicable conditions set forth in Section 4.02 and subject to the terms and conditions set forth in this Section 2.20Article 5, the applicable Issuing Bank shall issue, amend, extend or increase the requested Letter of Credit subject to no violation of any of, and only in accordance with, the Issuing Bank’s standard operating procedures as in effect from time to time. If a Letter of Credit is requested in a currency other than dollars, the Issuing Bank shall not be required to issue make such Letter of Credit if it does not issue Letters of Credit available to the Borrower requesting such issuance at its office referred to in Section 8.2 or as otherwise agreed with such currency as of Borrower in connection with such issuance. In the requested issuance date. Upon event and to the issuance extent that the provisions of any Letter of Credit or amendment, extension or increase thereofAgreement shall conflict with this Agreement, the applicable Issuing Bank provisions of this Agreement shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender with a Revolving Commitment of such issuance, which notice from the Administrative Agent shall be accompanied by a copy of such Letter of Credit or amendment, extension or increase thereof and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.20(e)govern.

Notice of Issuance. Whenever an Applicable Account Party Company desires the issuance or amendment of a ------------------ Letter of Credit, it shall deliver to each of the Administrative Agent and a Notice of Issuance of Letter of Credit substantially in the applicable Issuing Bank an Application in use by the applicable Issuing Bank at that time 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 advance the case of the proposed date Commercial Letters of issuance Credit), or amendment or in each case such shorter period as may be agreed to by the applicable Issuing Bank Lender in any particular instance. Such Application shall be accompanied by documentary and other evidence , in advance of the proposed beneficiary’s identity as may reasonably be requested by the applicable Issuing Bank to enable the applicable Issuing Bank to verify the beneficiary’s identity or to comply with any applicable laws or regulations, including, without limitation, the USA PATRIOT Act or as otherwise customarily requested by the applicable Issuing Bank and date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the currency proposed date of such 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. Upon satisfaction or waiver , (c) the face amount of the conditions set forth in Section 4.02 and subject to the terms and conditions set forth in this Section 2.20, the applicable Issuing Bank shall issue, amend, extend or increase the requested Letter of Credit subject to no violation Credit, (d) in the case of any of, and only in accordance with, the Issuing Bank’s standard operating procedures as in effect from time to time. If a Letter of Credit is requested which Company requests to be denominated in a currency other than dollarsDollars, the Issuing Bank shall not be required to issue currency in which Company requests such Letter of Credit if it does not issue Letters to be issued, (e) the expiration date of the Letter of Credit, (f) the name and address of the beneficiary, and (g) either the verbatim text of the proposed Letter of Credit in such currency as 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 requested issuance dateLetter 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. Upon Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit or amendment, extension or increase thereof, in the event that any of the matters to which Company is required to certify in the applicable Issuing Bank shall promptly notify Notice of Issuance of Letter of Credit is no longer true and correct as of the Administrative Agentproposed date of issuance of such Letter of Credit, and upon the Administrative Agent issuance of any Letter of Credit Company shall promptly notify each Lender with a Revolving Commitment be deemed to have re-certified, as of the date of such issuance, as to the matters to which notice from Company is required to certify in the Administrative Agent shall be accompanied by a copy applicable Notice of such Issuance of Letter of Credit or amendment, extension or increase thereof and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.20(e)Credit.

Notice of Issuance. Whenever an Applicable Account Party Subject to Section 4.2(a), whenever the Borrower desires the issuance or amendment (to either increase the amount available for drawings under any Revolving Credit Facility Letter of Credit or to extend the maturity date thereof) of a Letter of Credit, it the Borrower shall deliver to each of the Administrative Agent and the applicable Issuing Bank an Application in use by the applicable Issuing Bank at that time a Letter of Credit Request no later than 1:00 2:00 p.m. (New York City time) at least five three (3) Business Days in advance of the proposed date of issuance or amendment Days, or such shorter period as may be agreed to by the applicable Issuing Bank in any particular instance, in advance of the proposed date of issuance. Such Application Letter of Credit Request shall be accompanied by any documentary and or other evidence of the proposed beneficiary’s identity as may reasonably be requested by the applicable Issuing Bank to enable the applicable Issuing Bank to verify the beneficiary’s identity or in order to comply with any its ongoing obligations under applicable laws or “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act or as otherwise customarily requested by the applicable Issuing Bank and shall specify the currency of such Letter of Credit. Upon satisfaction or waiver of the conditions set forth in Section 4.02 and subject to the terms and conditions set forth in this Section 2.204.2, the applicable Issuing Bank shall issue, amend, extend or increase issue the requested Letter of Credit subject to no violation of any of, and only in accordance with, with the Issuing Bank’s standard operating procedures as in effect from time to time. If a Letter of Credit is requested in a currency other than dollars, the Issuing Bank shall not be required to issue such Letter of Credit if it does not issue Letters of Credit in such currency as of the requested issuance dateprocedures. Upon the issuance or cancellation of any Letter of Credit or amendment, extension amendment or increase thereofmodification to a Letter of Credit, the applicable Issuing Bank shall promptly notify provide written or telephonic notice to the Administrative Agent, and the Administrative Agent shall promptly notify each Lender with a Revolving Credit Commitment of such issuance, which notice from the Administrative Agent shall be accompanied by amendment, modification or cancellation of a copy of such Letter of Credit or amendment, extension or increase thereof and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.20(e2.4(e). Notwithstanding anything herein to the contrary, an Issuing Bank shall be under no obligation to issue, extend or amend any Letter of Credit if any order, judgment or decree of any Governmental Authority or arbitrator by its terms shall purport to enjoin or restrain such Issuing Bank from issuing the Letter of Credit, or any Law applicable to the applicable Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular.

Notice of Issuance. Whenever an Applicable Account Party Company desires the issuance or amendment of a Letter of Credit, it shall deliver to each Chase Co-Administrative Agent, at the Funding and Payment Office, a Notice of the Administrative Agent and the applicable Issuing Bank an Application in use by the applicable Issuing Bank at that time Issuance of Letter of Credit no later than 1:00 p.m. 12:00 Noon (New York City time) at least five Business Days in advance of the proposed date of issuance or amendment Days, or such shorter period as may be agreed to by the applicable Issuing Bank Lender in any particular instance. Such Application shall be accompanied by documentary and other evidence , in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary’s identity as , and (e) 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 reasonably require changes in the text of the proposed Letter of Credit or any such documents or certificates; provided further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be requested by made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Bank Lender (and Chase Co-Administrative Agent, if Chase Co-Administrative Agent is not such Issuing Lender) prior to enable the applicable Issuing Bank to verify the beneficiary’s identity or to comply with any applicable laws or regulations, including, without limitation, the USA PATRIOT Act or as otherwise customarily requested by the applicable Issuing Bank and shall specify the currency of such Letter of Credit. Upon satisfaction or waiver of the conditions set forth in Section 4.02 and subject to the terms and conditions set forth in this Section 2.20, the applicable Issuing Bank shall issue, amend, extend or increase the requested Letter of Credit subject to no violation of any of, and only in accordance with, the Issuing Bank’s standard operating procedures as in effect from time to time. If a Letter of Credit is requested in a currency other than dollars, the Issuing Bank shall not be required to issue such Letter of Credit if it does not issue Letters of Credit in such currency as of the requested issuance date. Upon the issuance of any Letter of Credit or amendment, extension or increase thereof, in the event that any of the matters to which Company is required to certify in the applicable Issuing Bank shall promptly notify Notice of Issuance of Letter of Credit is no longer true and correct as of the Administrative Agentproposed date of issuance of such Letter of Credit, and upon the Administrative Agent issuance of any Letter of Credit, Company shall promptly notify each Lender with a Revolving Commitment be deemed to have re-certified, as of the date of such issuance, as to the matters to which notice from Company is required to certify in the Administrative Agent shall be accompanied by a copy applicable Notice of such Issuance of Letter of Credit or amendment, extension or increase thereof and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.20(e)Credit.

Notice of Issuance. Whenever an Applicable Account Party the Borrower desires the issuance or amendment Issuance of a Letter of Credit, it shall will deliver in a writing or Electronic Transmission to each of the Administrative Agent and the applicable Issuing Bank and the Administrative Agent an Application in use by the applicable Issuing Bank at that time or Issuance Notice no later than 1:00 p.m. 12:00 noon (New York City time) at least five three (3) Business Days in advance of the proposed date of issuance or amendment Days, or such shorter period as may be agreed to by the applicable Issuing Bank in any particular instance. Such Application shall be accompanied by documentary and other evidence , in advance of the proposed beneficiary’s identity as may reasonably date of Issuance. For each Issuance, the applicable Issuing Bank may, but will not be requested required to, determine that, or take notice whether, the conditions precedent set forth in Section 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided, however, that no Letters of Credit will be Issued during the period starting on the first Business Day after the receipt by such Issuing Bank of notice from the Administrative Agent or the Lenders holding more than 50% of the aggregate Revolving Credit Exposure of all Lenders that any condition precedent contained in Section 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. Upon receipt by the applicable Issuing Bank of the L/C Reimbursement Agreement, in form and substance reasonably acceptable to enable the applicable Issuing Bank to verify the beneficiary’s identity or to comply with any applicable laws or regulations, including, without limitation, the USA PATRIOT Act or as otherwise customarily requested by the applicable such Issuing Bank and shall specify duly executed by the currency of such Letter of Credit. Upon satisfaction or waiver of the conditions set forth in Section 4.02 and subject to the terms and conditions set forth in this Section 2.20Borrower, the applicable Issuing Bank shall issue, amend, extend or increase will Issue the requested Letter of Credit subject to no violation of any of, and only in accordance with, the with such Issuing Bank’s standard operating procedures as in effect from time to time. If a Letter of Credit is requested in a currency other than dollars, the Issuing Bank shall not be required to issue such Letter of Credit if it does not issue Letters of Credit in such currency as of the requested issuance dateprocedures. Upon the issuance Issuance of any Letter of Credit or amendmentamendment or modification to a Letter of Credit, extension or increase thereof, the applicable such Issuing Bank shall will promptly notify the Administrative Agent, and the Administrative Agent shall which will in turn promptly notify each Lender with a Revolving Credit Commitment of such issuanceIssuance, which notice from the Administrative Agent shall will be accompanied by a copy of such Letter of Credit or amendment, extension amendment or increase thereof modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.20(e2.4(e). Each Issuing Bank further agrees to provide the Administrative Agent, in form and substance satisfactory to the Administrative Agent, upon the request of the Administrative Agent (or any Lender with a Revolving Credit Commitment through the Administrative Agent), copies of any Letter of Credit Issued by such Issuing Bank and any related L/C Reimbursement Agreement and such other documents and information as may reasonably be requested by the Administrative Agent. To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Section 2.4, the provisions of this Section 2.4 shall control.

Notice of Issuance. Whenever an Applicable Account Party the Borrower desires the issuance or amendment Issuance of a Letter of Credit, it shall will deliver in a writing or Electronic Transmission to each of the Administrative Agent and the applicable Issuing Bank and the Administrative Agent an Application in use by the applicable Issuing Bank at that time or an Issuance Notice no later than 1:00 p.m. 12:00 noon (New York City time) at least five three (3) Business Days in advance of the proposed date of issuance or amendment or such shorter period as may be agreed to by the applicable Issuing Bank in any particular instance. Such Application shall be accompanied by documentary and other evidence , in advance of the proposed beneficiary’s identity as may reasonably date of Issuance. For each Issuance, the applicable Issuing Bank may, but will not be requested required to, determine that, or take notice whether, the conditions precedent set forth in Section 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided, however, that no Letters of Credit will be Issued during the period starting on the first Business Day after the receipt by such Issuing Bank of notice from the Administrative Agent or the Lenders holding more than 50% of the aggregate Revolving Credit Exposure of all Lenders that any condition precedent contained in Section 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. Upon receipt by the applicable Issuing Bank of the L/C Reimbursement Agreement, in form and substance reasonably acceptable to enable the applicable Issuing Bank to verify the beneficiary’s identity or to comply with any applicable laws or regulations, including, without limitation, the USA PATRIOT Act or as otherwise customarily requested by the applicable such Issuing Bank and shall specify duly executed by the currency of such Letter of Credit. Upon satisfaction or waiver of the conditions set forth in Section 4.02 and subject to the terms and conditions set forth in this Section 2.20Borrower, the applicable Issuing Bank shall issue, amend, extend or increase will Issue the requested Letter of Credit subject to no violation of any of, and only in accordance with, the with such Issuing Bank’s standard operating procedures as in effect from time to time. If a Letter of Credit is requested in a currency other than dollars, the Issuing Bank shall not be required to issue such Letter of Credit if it does not issue Letters of Credit in such currency as of the requested issuance dateprocedures. Upon the issuance Issuance of any Letter of Credit or amendmentamendment or modification to a Letter of Credit, extension or increase thereof, the applicable such Issuing Bank shall will promptly notify the Administrative Agent, and the Administrative Agent shall which will in turn promptly notify each Revolving Lender with a Revolving Commitment of such issuanceIssuance, which notice from the Administrative Agent shall will be accompanied by a copy of such Letter of Credit or amendment, extension amendment or increase thereof modification to a Letter of Credit and the amount of such LenderXxxxxx’s respective participation in such Letter of Credit pursuant to Section 2.20(e2.4(e). Each Issuing Bank further agrees to provide the Administrative Agent, in form and substance satisfactory to the Administrative Agent, upon the request of the Administrative Agent (or any Revolving Lender through the Administrative Agent), copies of any Letter of Credit Issued by such Issuing Bank and any related L/C Reimbursement Agreement and such other documents and information as may reasonably be requested by the Administrative Agent. To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Section 2.4, the provisions of this Section 2.4 shall control.

Notice of Issuance. Whenever an Applicable Account Party desires the issuance or amendment of a Letter of Credit, it shall deliver to each of the Administrative Agent and the applicable Issuing Bank an Application in use by the applicable Issuing Bank at that time no later than 1:00 p.m. (New York City time) at least five Business Days in advance of the proposed date of issuance or amendment or such shorter period as may be agreed to by the applicable Issuing Bank in any particular instance. Such Application shall be accompanied by documentary and other evidence of the proposed beneficiary’s identity as may reasonably be requested by the applicable Issuing Bank to enable the applicable Issuing Bank to verify the beneficiary’s identity or to comply with any applicable laws or regulations, including, without limitation, the USA PATRIOT PatriotPATRIOT Act or as otherwise customarily requested by the applicable Issuing Bank and shall specify the currency of such Letter of Credit. Upon satisfaction or waiver of the conditions set forth in Section 4.02 and subject to the terms and conditions set forth in this Section 2.20, the applicable Issuing Bank shall issue, amend, extend or increase the requested Letter of Credit subject to no violation of any of, and only in accordance with, the Issuing Bank’s standard operating procedures as in effect from time to time. If a Letter of Credit is requested in a currency other than dollars, the Issuing Bank shall not be required to issue such Letter of Credit if it does not issue Letters of Credit in such currency as of the requested issuance date. Upon the issuance of any Letter of Credit or amendment, extension or increase thereof, the applicable Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender with a Revolving Commitment of such issuance, which notice from the Administrative Agent shall be accompanied by a copy of such Letter of Credit or amendment, extension or increase thereof and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.20(e).

Notice of Issuance. Whenever the Borrower an Applicable Account Party desires the issuance or amendment of a Letter of Credit, it shall deliver to each of the Administrative Agent and the applicable Issuing Bank an Application in use by the applicable Issuing Bank at that time no later than 1:00 p.m. (New York City time) at least five Business Days in advance of the proposed date of issuance or amendment or such shorter period as may be agreed to by the applicable Issuing Bank in any particular instance. Such Application shall be accompanied by documentary and other evidence of the proposed beneficiary’s identity as may reasonably be requested by the applicable Issuing Bank to enable the applicable Issuing Bank to verify the beneficiary’s identity identify or to comply with any applicable laws or regulations, including, without limitation, the USA PATRIOT Patriot Act or as otherwise customarily requested by the applicable Issuing Bank and shall specify the currency of such Letter of Credit. Upon satisfaction or waiver of the conditions set forth in Section 4.02 and subject to the terms and conditions set forth in this Section 2.20, the applicable Issuing Bank shall issue, amend, extend or increase the requested Letter of Credit subject to no violation of any of, and only in accordance with, the Issuing Bank’s standard operating procedures as in effect from time to time. If a Letter of Credit is requested in a currency other than dollars, the Issuing Bank shall not be required to issue such Letter of Credit if it does not issue Letters of Credit in such currency as of the requested issuance date. Upon the issuance of any Letter of Credit or amendment, extension or increase thereof, the applicable Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender with a Revolving Commitment of such issuance, which notice from the Administrative Agent shall be accompanied by a copy of such Letter of Credit or amendment, extension or increase thereof and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.20(e).

Notice of Issuance. Whenever an Applicable Account Party Company desires the issuance or amendment of a Letter of Credit, it shall deliver to each of the proposed Issuing Lender and Administrative Agent and a Notice of Request to Issue Letter of Credit in the applicable Issuing Bank an Application in use by the applicable Issuing Bank at that time form of Exhibit III annexed hereto no later than 1:00 p.m. 12:00 Noon (New York City time) at least five three Business Days or in advance of the proposed date of issuance or amendment or each case such shorter period as may be agreed to by the applicable proposed Issuing Bank Lender in any particular instance. Such Application shall be accompanied by documentary and other evidence , in advance of the proposed date of issuance. The Notice of Request to Issue Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) the face amount of the Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary’s identity as , and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may reasonably be requested by require changes in the text of the proposed Letter of Credit or any such documents. Company shall notify the applicable Issuing Bank Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to enable the applicable Issuing Bank to verify the beneficiary’s identity or to comply with any applicable laws or regulations, including, without limitation, the USA PATRIOT Act or as otherwise customarily requested by the applicable Issuing Bank and shall specify the currency of such Letter of Credit. Upon satisfaction or waiver of the conditions set forth in Section 4.02 and subject to the terms and conditions set forth in this Section 2.20, the applicable Issuing Bank shall issue, amend, extend or increase the requested Letter of Credit subject to no violation of any of, and only in accordance with, the Issuing Bank’s standard operating procedures as in effect from time to time. If a Letter of Credit is requested in a currency other than dollars, the Issuing Bank shall not be required to issue such Letter of Credit if it does not issue Letters of Credit in such currency as of the requested issuance date. Upon the issuance of any Letter of Credit or amendment, extension or increase thereof, in the event that any of the matters to which Company is required to certify in the applicable Issuing Bank shall promptly notify Notice of Request to Issue Letter of Credit is no longer true and correct as of the Administrative Agentproposed date of issuance of such Letter of Credit, and upon the Administrative Agent issuance of any Letter of Credit Company shall promptly notify each Lender with a Revolving Commitment be deemed to have re-certified, as of the date of such issuance, as to the matters to which notice from Company is required to certify in the Administrative Agent applicable Notice of Request to Issue Letter of Credit. The existing Letters of Credit identified on Schedule 3.1B(i) shall be accompanied by a copy of such Letter deemed issued under and pursuant to this subsection 3.1B(i) and shall be treated as Letters of Credit or amendment, extension or increase thereof and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.20(e)for all purposes under this Agreement.

Notice of Issuance. Whenever an Applicable Account Party the Borrower desires the issuance or amendment of a Letter of Credit, it the Borrower shall deliver to each of the Administrative Agent and the applicable Issuing Bank an Application in use by the applicable Issuing Bank at that time Issuance Notice no later than 1:00 2:00 p.m. (New York City time) at least five three (3) Business Days (in advance the case of Standby Letters of Credit) or five (5) Business Days (in the proposed date case of issuance Commercial Letters of Credit), or amendment or in each case such shorter period as may be agreed to by the applicable Issuing Bank in any particular instance. Such Application shall be accompanied by documentary and other evidence , in advance of the proposed date of issuance. The Issuance Notice shall specify (i) the proposed date of issuance (which shall be a Business Day), (ii) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (iii) the face amount of the Letter of Credit, (iv) the expiration date of the Letter of Credit, (v) the name and address of the beneficiary’s identity as may reasonably , and (vi) 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 requested presented by the applicable beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Bank to enable make payment under the applicable Letter of Credit; provided that the Issuing Bank, 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 Bank to verify 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 beneficiary’s identity or to comply with any applicable laws or regulations, including, without limitation, the USA PATRIOT Act or as otherwise customarily requested by the applicable Issuing Bank and shall specify the currency time zone of such Letter office of Creditthe Issuing Bank) on such business day. Upon satisfaction or waiver of the conditions set forth in Section 4.02 and subject to the terms and conditions set forth in this Section 2.203.2, the applicable Issuing Bank shall issue, amend, extend or increase issue the requested Letter of Credit subject to no violation of any of, and only in accordance with, the with Issuing Bank’s standard operating procedures as in effect from time to time. If a Letter of Credit is requested in a currency other than dollars, the Issuing Bank shall not be required to issue such Letter of Credit if it does not issue Letters of Credit in such currency as of the requested issuance dateprocedures. Upon the issuance of any Letter of Credit or amendment, extension amendment or increase thereofmodification to a Letter of Credit, the applicable Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender with a Revolving Commitment of such issuance, which notice from the Administrative Agent shall be accompanied by a copy of such Letter of Credit or amendment, extension amendment or increase thereof modification to a Letter of Credit and the amount of such LenderXxxxxx’s respective participation in such Letter of Credit pursuant to Section 2.20(e).2.3

Notice of Issuance. Whenever an Applicable Account Party the Borrower desires the issuance or amendment Issuance of a Letter of Credit, it shall will deliver in a writing or Electronic Transmission to each of the Administrative Agent and the applicable Issuing Bank and the Administrative Agent an Application in use by the applicable Issuing Bank at that time or Issuance Notice no later than 1:00 p.m. 12:00 noon (New York City time) at least five three (3) Business Days in advance of the proposed date of issuance or amendment Days, or such shorter period as may be agreed to by the applicable Issuing Bank in any particular instance. Such Application shall be accompanied by documentary and other evidence , in advance of the proposed beneficiary’s identity as may reasonably date of Issuance. For each Issuance, the applicable Issuing Bank may, but will not be requested required to, determine that, or take notice whether, the conditions precedent set forth in Section 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided, however, that no Letters of Credit will be Issued during the period starting on the first Business Day after the receipt by such Issuing Bank of notice from the Administrative Agent or the Lenders holding more than 50% of the aggregate Revolving Credit Exposure of all Lenders that any condition precedent contained in Section 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. Upon receipt by the applicable Issuing Bank of the L/C Reimbursement Agreement, in form and substance reasonably acceptable to enable the applicable Issuing Bank to verify the beneficiary’s identity or to comply with any applicable laws or regulations, including, without limitation, the USA PATRIOT Act or as otherwise customarily requested by the applicable such Issuing Bank and shall specify duly executed by the currency of such Letter of Credit. Upon satisfaction or waiver of the conditions set forth in Section 4.02 and subject to the terms and conditions set forth in this Section 2.20Borrower, the applicable Issuing Bank shall issue, amend, extend or increase will Issue the requested Letter of Credit subject to no violation of any of, and only in accordance with, the with such Issuing Bank’s standard operating procedures as in effect from time to time. If a Letter of Credit is requested in a currency other than dollars, the Issuing Bank shall not be required to issue such Letter of Credit if it does not issue Letters of Credit in such currency as of the requested issuance dateprocedures. Upon the issuance Issuance of any Letter of Credit or amendmentamendment or modification to a Letter of Credit, extension or increase thereof, the applicable such Issuing Bank shall will promptly notify the Administrative Agent, and the Administrative Agent shall which will in turn promptly notify each Lender with a Revolving Credit Commitment of such issuanceIssuance, which notice from the Administrative Agent shall will be accompanied by a copy of such Letter of Credit or amendment, extension amendment or increase thereof modification to a Letter of Credit and the amount of such LenderXxxxxx’s respective participation in such Letter of Credit pursuant to Section 2.20(e2.4(e). Each Issuing Bank further agrees to provide the Administrative Agent, in form and substance satisfactory to the Administrative Agent, upon the request of the Administrative Agent (or any Lender with a Revolving Credit Commitment through the Administrative Agent), copies of any Letter of Credit Issued by such Issuing Bank and any related L/C Reimbursement Agreement and such other documents and information as may reasonably be requested by the Administrative Agent. To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Section 2.4, the provisions of this Section 2.4 shall control.

Notice of Issuance. Whenever an Applicable Account Party Subject to Section 3.2(b), whenever Borrower desires the issuance or amendment of a Letter of Credit, it shall deliver to each of the Administrative Agent and the applicable Issuing Bank an Application in use by the applicable Issuing Bank at that time Issuance Notice no later than 1:00 12:00 p.m. (New York City time) at least three Business Days (in the case of standby letters of credit) or five Business Days (in advance the case of the proposed date commercial letters of issuance credit), or amendment or in each case such shorter period as may be agreed to by the applicable an Issuing Bank in any particular instance. Such Application shall be accompanied by documentary and other evidence , in advance of the proposed beneficiary’s identity as may reasonably be requested by the applicable Issuing Bank to enable the applicable Issuing Bank to verify the beneficiary’s identity or to comply with any applicable laws or regulations, including, without limitation, the USA PATRIOT Act or as otherwise customarily requested by the applicable Issuing Bank and shall specify the currency date of such Letter of Creditissuance. Upon satisfaction or waiver of the conditions set forth in Section 4.02 and subject to the terms and conditions set forth in this Section 2.203.2, the applicable Issuing Bank shall issue, amend, extend or increase issue the requested Letter of Credit subject to no violation of any of, and only in accordance with, the with such Issuing Bank’s standard operating procedures as in effect from time to timeprocedures. If a Letter of Credit is requested in a currency other than dollarsby the applicable Issuing Bank, the Issuing Bank Borrower also shall not be required to issue submit a letter of credit application (appropriately completed and signed by an Authorized Officer of the Borrower including agreed-upon draft language for such Letter of Credit if it does not issue Letters reasonably acceptable to the applicable Issuing Bank) on such Issuing Bank’s standard form in connection with any request for a Letter of Credit in such currency as of the requested issuance dateCredit. Upon the issuance of any Letter of Credit or amendment, extension amendment or increase thereofmodification to a Letter of Credit, the applicable Issuing Bank shall promptly notify the Administrative AgentAgent of such issuance, which notice shall be accompanied by a copy of such Letter of Credit or amendment or modification to a Letter of Credit, and the thereafter, Administrative Agent shall promptly notify each Lender with a Revolving Commitment of such issuance, which notice from the Administrative Agent shall be accompanied by a copy of such Letter of Credit or amendment, extension or increase thereof issuance and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.20(e2.4(e) (and provide a copy of such Letter of Credit or amendment or modification to a Letter of Credit at Lender’s request).

Notice of Issuance. Whenever an Applicable Account Party desires the issuance or amendment of a Letter of Credit, it shall deliver to each of the Administrative Agent and the applicable Issuing Bank an Application in use by the applicable Issuing Bank at that time no later than 1:00 p.m. (New York City time) at least five Business Days in advance of the proposed date of issuance or amendment or such shorter period as may be agreed to by the applicable Issuing Bank in any particular instance. Such Application shall be accompanied by documentary and other evidence of the proposed beneficiary’s identity as may reasonably be requested by the applicable Issuing Bank to enable the applicable Issuing Bank to verify the beneficiary’s identity or to comply with any applicable laws or regulations, including, without limitation, the USA PATRIOT Patriot Act or as otherwise customarily requested by the applicable Issuing Bank and shall specify the currency of such Letter of Credit. Upon satisfaction or waiver of the conditions set forth in Section 4.02 and subject to the terms and conditions set forth in this Section 2.20, the applicable Issuing Bank shall issue, amend, extend or increase the requested Letter of Credit subject to no violation of any of, and only in accordance with, the Issuing Bank’s standard operating procedures as in effect from time to time. If a Letter of Credit is requested in a currency other than dollars, the Issuing Bank shall not be required to issue such Letter of Credit if it does not issue Letters of Credit in such currency as of the requested issuance date. Upon the issuance of any Letter of Credit or amendment, extension or increase thereof, the applicable Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender with a Revolving Commitment of such issuance, which notice from the Administrative Agent shall be accompanied by a copy of such Letter of Credit or amendment, extension or increase thereof and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.20(e).

Notice of Issuance. Whenever an Applicable Account Party Company desires the issuance or amendment of a Letter of Credit, it shall deliver to each of the Administrative Agent and a Notice of Issuance of Letter of Credit substantially in the applicable Issuing Bank an Application in use by the applicable Issuing Bank at that time 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 advance the case of the proposed date Commercial Letters of issuance Credit), or amendment or in each case such shorter period as may be agreed to by the applicable Issuing Bank Lender in any particular instance. Such Application shall be accompanied by documentary and other evidence , in advance of the proposed beneficiary’s identity as may reasonably be requested by the applicable Issuing Bank to enable the applicable Issuing Bank to verify the beneficiary’s identity or to comply with any applicable laws or regulations, including, without limitation, the USA PATRIOT Act or as otherwise customarily requested by the applicable Issuing Bank and date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the currency proposed date of such 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. Upon satisfaction or waiver , (c) the face amount of the conditions set forth in Section 4.02 and subject to the terms and conditions set forth in this Section 2.20, the applicable Issuing Bank shall issue, amend, extend or increase the requested Letter of Credit subject to no violation Credit, (d) in the case of any of, and only in accordance with, the Issuing Bank’s standard operating procedures as in effect from time to time. If a Letter of Credit is requested which Company requests to be denominated in a currency other than dollarsDollars, the Issuing Bank shall not be required to issue currency in which Company requests such Letter of Credit if it does not issue Letters to be issued, (e) the expiration date of the Letter of Credit, (f) the name and address of the beneficiary, and (g) either the verbatim text of the proposed Letter of Credit in such currency as 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 requested issuance dateLetter 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. Upon Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit or amendment, extension or increase thereof, in the event that any of the matters to which Company is required to certify in the applicable Issuing Bank shall promptly notify Notice of Issuance of Letter of Credit is no longer true and correct as of the Administrative Agentproposed date of issuance of such Letter of Credit, and upon the Administrative Agent issuance of any Letter of Credit Company shall promptly notify each Lender with a Revolving Commitment be deemed to have re-certified, as of the date of such issuance, as to the matters to which notice from Company is required to certify in the Administrative Agent shall be accompanied by a copy applicable Notice of such Issuance of Letter of Credit or amendment, extension or increase thereof and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.20(e)Credit.

Notice of Issuance. Whenever an Applicable Account Party the Borrower desires the issuance or amendment of a Letter of Credit (other than any Existing Letter of Credit), it shall deliver to each of the Administrative Agent and (with a copy to the applicable respective Issuing Bank Bank) an Application in use by the applicable Issuing Bank at that time Issuance Notice no later than 1:00 12:00 p.m. (New York City time) at least five three Business Days in advance of the proposed date of issuance or amendment Days, or such shorter period as may be agreed to by the applicable such Issuing Bank in any particular instance. Such Application shall be accompanied by documentary and other evidence , in advance of the proposed beneficiary’s identity date of issuance. The making of each Issuance Notice (and the deemed issuance of each Existing Letter of Credit as may reasonably contemplated in Section 2.3(h)) shall be requested deemed to be a representation and warranty by the applicable Borrower to the Lenders that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 2.3(a)(I). Unless an Issuing Bank to enable has received notice from the applicable Issuing Bank to verify Borrower, any other Credit Party or the beneficiary’s identity Requisite Lenders before it issues a Letter of Credit that one or to comply with any applicable laws more of the conditions specified in Section 3.2 are not then satisfied, or regulations, including, without limitation, that the USA PATRIOT Act or as otherwise customarily requested by the applicable Issuing Bank and shall specify the currency issuance of such Letter of Credit. Upon satisfaction or waiver of the conditions set forth in Credit would violate Section 4.02 and 2.3(a)(I), then such Issuing Bank shall, subject to the terms and conditions set forth in of this Section 2.20Agreement, the applicable Issuing Bank shall issue, amend, extend or increase issue the requested Letter of Credit subject to no violation for the account of any of, and only the Borrower in accordance with, the with such Issuing Bank’s standard operating procedures as in effect from time to timeprocedures. If Promptly after the issuance or amendment of a standby Letter of Credit is requested in a currency other than dollarsCredit, the respective Issuing Bank shall not be required to issue such Letter of Credit if it does not issue Letters of Credit in such currency as of notify the requested issuance date. Upon the issuance of any Letter of Credit or amendment, extension or increase thereof, the applicable Issuing Bank shall promptly notify Borrower and the Administrative Agent, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such issuance or amendment. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender with a Revolving Commitment Lender, in writing, of such issuanceLetter of Credit or amendment and if so requested by a Lender, which notice from the Administrative Agent shall be accompanied by furnish such Lender with a copy of such Letter of Credit or amendment. Each Issuing Bank shall furnish the Administrative Agent, extension or increase thereof and by facsimile, on the amount first Business Day of such Lender’s respective participation in such each week with a report detailing the daily aggregate Letter of Credit pursuant to Section 2.20(e)outstandings for the previous week. In the event of any conflict between the terms of a Letter of Credit or Letter of Credit application and this Agreement, the terms of this Agreement shall govern and control.

Notice of Issuance. Whenever an Applicable Account Party any Borrower desires the issuance of a Letter of Credit (or amendment amendment, renewal or extension of a Letter of Credit), it the Borrower Representative shall deliver to each of the Administrative Agent and the applicable relevant Issuing Bank an Application in use by the applicable Issuing Bank at that time Issuance Notice no later than 1:00 p.m. (p.m., New York City time) , at least five three (3) Business Days Days, or in advance of the proposed date of issuance or amendment or each case such shorter period as may be agreed to by the applicable such Issuing Bank in any particular instance, in advance of the proposed date of issuance (or amendment, renewal or extension). The Borrower Representative (on behalf of the relevant Borrower) also shall submit a letter of credit application on the relevant Issuing Bank’s standard form in connection with any request for a Letter of Credit (or amendment, renewal or extension of a Letter of Credit). Such Application Issuance Notice and/or letter of credit application shall be accompanied by any documents and information pertaining to such request as the relevant Issuing Bank may reasonably request, including, without limitation, documentary and other evidence of the proposed beneficiary’s identity as may reasonably be requested by the applicable Issuing Bank to enable the applicable such Issuing Bank to verify the beneficiary’s identity or to comply with any applicable laws or regulations, including, without limitation, Section 326 of the USA PATRIOT Act or as otherwise customarily requested by the and any other applicable Issuing Bank and shall specify the currency Requirement of such Letter of CreditLaw. Upon satisfaction or waiver of the conditions set forth in Section 4.02 and subject to the terms and conditions set forth in this Section 2.20, the applicable relevant Issuing Bank shall issue, amend, extend or increase issue the requested Letter of Credit subject to no violation (or amendment, renewal or extension of any of, and a Letter of Credit) only in accordance with, the with such Issuing Bank’s standard operating procedures as in effect from time procedures, and subject to time. If a Letter of Credit is requested in a currency other than dollars, the Issuing Bank shall not be required to issue such Letter of Credit if it does not issue Letters of Credit in such currency as receipt of the requested issuance dateapplicable fees set forth in Section 2.13(c)(ii). Upon the issuance of any Letter of Credit (or amendment, renewal or extension or increase thereofof a Letter of Credit), the applicable relevant Issuing Bank shall promptly notify the Administrative AgentAgent of such issuance (or amendment, renewal or extension) and the Administrative Agent shall promptly notify each Lender with a Revolving Commitment of such issuanceissuance (or amendment, renewal or extension), which notice from the by Administrative Agent shall be accompanied by a copy of such Letter of Credit (or amendment, renewal or extension or increase thereof of a Letter of Credit) and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.20(e2.08(e). The Borrowers, the Administrative Agent, the Issuing Banks and the Lenders hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Closing Date with the same effect as if such Existing Letters of Credit were issued by Deutsche Bank AG New York Branch, as the Issuing Bank, at the request of the Borrowers on the Closing Date.

Notice of Issuance. Whenever an Applicable Account Party the Borrower desires the issuance or amendment of a Letter of Credit, it shall deliver to each of the Administrative Agent and (with a copy to the applicable respective Issuing Bank Bank) an Application in use by the applicable Issuing Bank at that time Issuance Notice no later than 1:00 2:00 p.m. (New York City time) at least five three Business Days in advance of the proposed date of issuance or amendment Days, or such shorter period as may be agreed to by the applicable such Issuing Bank in any particular instance. Such Application shall be accompanied by documentary and other evidence , in advance of the proposed beneficiary’s identity as may reasonably date of issuance. The making of each Issuance Notice shall be requested deemed to be a representation and warranty by the applicable Borrower to the Lenders that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 2.3(a)(I). Unless an Issuing Bank to enable has received notice from the applicable Issuing Bank to verify Borrower, any other Credit Party or the beneficiary’s identity Requisite Lenders before it issues (or to comply with any applicable laws causes the issuance of) a Letter of Credit that one or regulationsmore of the conditions specified in Section 3.2 are not then satisfied, including, without limitation, or that the USA PATRIOT Act or as otherwise customarily requested by the applicable Issuing Bank and shall specify the currency issuance of such Letter of Credit. Upon satisfaction or waiver of the conditions set forth in Credit would violate Section 4.02 and 2.3(a)(I), then such Issuing Bank shall, subject to the terms and conditions set forth in of this Section 2.20Agreement, issue (or cause the applicable Issuing Bank shall issue, amend, extend or increase issuance of) the requested Letter of Credit subject to no violation for the account of any of, and only the Borrower in accordance with, the with such Issuing Bank’s standard operating procedures as (or, in effect from time to time. If a the case of Bank Letters of Credit, the standard operating procedures of the bank issuing such Bank Letter of Credit is requested in Credit). Promptly after the issuance or amendment of a currency other than dollarsstandby Letter of Credit, the respective Issuing Bank shall not be required to issue such Letter of Credit if it does not issue Letters of Credit in such currency as of notify the requested issuance date. Upon the issuance of any Letter of Credit or amendment, extension or increase thereof, the applicable Issuing Bank shall promptly notify Borrower and the Administrative Agent, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such issuance or amendment. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender with a Revolving Commitment Lender, in writing, of such issuanceLetter of Credit or amendment and if so requested by a Lender, which notice from the Administrative Agent shall be accompanied by furnish such Lender with a copy of such Letter of Credit or amendment. Each Issuing Bank shall furnish the Administrative Agent, extension or increase thereof and by facsimile, on the amount first Business Day of such Lender’s respective participation in such each week with a report detailing the daily aggregate Letter of Credit pursuant to Section 2.20(e)outstandings for the previous week. In the event of any conflict between the terms of a Letter of Credit or Letter of Credit application and this Agreement, the terms of this Agreement shall govern and control.

Notice of Issuance. Whenever an Applicable Account Party Company desires the issuance or amendment of a Letter of Credit, it shall deliver to each the proposed Issuing Lender (with copy to Agent if Agent is not the proposed Issuing Lender) a Notice of Issuance of Letter of Credit substantially in the Administrative Agent and the applicable Issuing Bank an Application in use by the applicable Issuing Bank at that time form of Exhibit III annexed hereto no later than 1:00 p.m. P.M. (New York City time) at least five Business Days in advance of the proposed date of issuance or amendment (or such shorter period as may be agreed to by the applicable Issuing Bank Lender in any particular instance. Such Application shall be accompanied by documentary and other evidence ), in advance of the proposed beneficiary’s identity as may reasonably date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the Revolving Lender requested to issue the Letter of Credit, (b) the proposed date of issuance (which shall be requested by a Business Day), (c) the applicable Issuing Bank to enable face amount of the applicable Issuing Bank to verify Letter of Credit, (d) the expiration date of the Letter of Credit, (e) the name and address of the beneficiary’s identity or to comply with any applicable laws or regulations, including, without limitation, the USA PATRIOT Act or as otherwise customarily requested by the applicable Issuing Bank and shall specify the currency of (f) if such Letter of Credit. Upon satisfaction or waiver Credit is proposed to be issued for the account of a wholly-owned Subsidiary of Company, the name of such Subsidiary, and (g) the verbatim text of the proposed Letter of Credit or the proposed terms and conditions set forth thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary in Section 4.02 and subject to substantial compliance with the terms and conditions set forth of the Letter of Credit prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in this Section 2.20its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Bank shall issueLender (and Agent, amend, extend or increase the requested Letter of Credit subject if Agent is not such Issuing Lender) prior to no violation of any of, and only in accordance with, the Issuing Bank’s standard operating procedures as in effect from time to time. If a Letter of Credit is requested in a currency other than dollars, the Issuing Bank shall not be required to issue such Letter of Credit if it does not issue Letters of Credit in such currency as of the requested issuance date. Upon the issuance of any Letter of Credit or amendment, extension or increase thereof, in the event that any of the matters to which Company is required to certify in the applicable Issuing Bank shall promptly notify Notice of Issuance of Letter of Credit is no longer true and correct as of the Administrative Agentproposed date of issuance of such Letter of Credit, and upon the Administrative Agent issuance of any Letter of Credit Company shall promptly notify each Lender with a Revolving Commitment be deemed to have re-certified, as of the date of such issuance, as to the matters to which notice from Company is required to certify in the Administrative Agent shall be accompanied by a copy applicable Notice of such Issuance of Letter of Credit or amendment, extension or increase thereof and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.20(e)Credit.

Notice of Issuance. Whenever an Applicable Account Party the Borrower desires the issuance or amendment Issuance of a Letter of Credit, it shall will deliver in a writing or Electronic Transmission to each of the Administrative Agent and the applicable Issuing Bank and the Administrative Agent an Application in use by the applicable Issuing Bank at that time or an Issuance Notice no later than 1:00 p.m. 12:00 noon (New York City time) at least five three (3) Business Days in advance of the proposed date of issuance or amendment or such shorter period as may be agreed to by the applicable Issuing Bank in any particular instance. Such Application shall be accompanied by documentary and other evidence , in advance of the proposed beneficiary’s identity as may reasonably date of Issuance. For each Issuance, the applicable Issuing Bank may, but will not be requested required to, determine that, or take notice whether, the conditions precedent set forth in Section 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided, however, that no Letters of Credit will be Issued during the period starting on the first Business Day after the receipt by such Issuing Bank of notice from the Administrative Agent or the Lenders holding more than 50% of the aggregate Revolving Credit Exposure of all Lenders that any condition precedent contained in Section 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. Upon receipt by the applicable Issuing Bank of the L/C Reimbursement Agreement, in form and substance reasonably acceptable to enable the applicable Issuing Bank to verify the beneficiary’s identity or to comply with any applicable laws or regulations, including, without limitation, the USA PATRIOT Act or as otherwise customarily requested by the applicable such Issuing Bank and shall specify duly executed by the currency of such Letter of Credit. Upon satisfaction or waiver of the conditions set forth in Section 4.02 and subject to the terms and conditions set forth in this Section 2.20Borrower, the applicable Issuing Bank shall issue, amend, extend or increase will Issue the requested Letter of Credit subject to no violation of any of, and only in accordance with, the with such Issuing Bank’s standard operating procedures as in effect from time to time. If a Letter of Credit is requested in a currency other than dollars, the Issuing Bank shall not be required to issue such Letter of Credit if it does not issue Letters of Credit in such currency as of the requested issuance dateprocedures. Upon the issuance Issuance of any Letter of Credit or amendmentamendment or modification to a Letter of Credit, extension or increase thereof, the applicable such Issuing Bank shall will promptly notify the Administrative Agent, and the Administrative Agent shall which will in turn promptly notify each Revolving Lender with a Revolving Commitment of such issuanceIssuance, which notice from the Administrative Agent shall will be accompanied by a copy of such Letter of Credit or amendment, extension amendment or increase thereof modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.20(e2.4(e). Each Issuing Bank further agrees to provide the Administrative Agent, in form and substance satisfactory to the Administrative Agent, upon the request of the Administrative Agent (or any Revolving Lender through the Administrative Agent), copies of any Letter of Credit Issued by such Issuing Bank and any related L/C Reimbursement Agreement and such other documents and information as may reasonably be requested by the Administrative Agent. To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Section 2.4, the provisions of this Section 2.4 shall control.

Notice of Issuance. Whenever an Applicable Account Party any Borrower desires the issuance of a Letter of Credit (or amendment amendment, renewal or extension of a Letter of Credit), it the Borrower Representative shall deliver to each of the Administrative Agent and the applicable relevant Issuing Bank an Application in use by the applicable Issuing Bank at that time Issuance Notice no later than 1:00 p.m. (p.m., New York City time) , at least five three (3) Business Days Days, or in advance of the proposed date of issuance or amendment or each case such shorter period as may be agreed to by the applicable such Issuing Bank in any particular instance, in advance of the proposed date of issuance (or amendment, renewal or extension). The Borrower Representative (on behalf of the relevant Borrower) also shall submit a letter of credit application on the relevant Issuing Bank’s standard form in connection with any request for a Letter of Credit (or amendment, renewal or extension of a Letter of Credit). Such Application Issuance Notice and/or letter of credit application shall be accompanied by any documents and information pertaining to such request as the relevant Issuing Bank may reasonably request, including, without limitation, documentary and other evidence of the proposed beneficiary’s identity as may reasonably be requested by the applicable Issuing Bank to enable the applicable such Issuing Bank to verify the beneficiary’s identity or to comply with any applicable laws or regulations, including, without limitation, Section 326 of the USA PATRIOT Act or as otherwise customarily requested by the and any other applicable Issuing Bank and shall specify the currency Requirement of such Letter of CreditLaw. Upon satisfaction or waiver of the conditions set forth in Section 4.02 and subject to the terms and conditions set forth in this Section 2.20, the applicable relevant Issuing Bank shall issue, amend, extend or increase issue the requested Letter of Credit subject to no violation (or amendment, renewal or extension of any of, and a Letter of Credit) only in accordance with, the with such Issuing Bank’s standard operating procedures as in effect from time procedures, and subject to time. If a Letter of Credit is requested in a currency other than dollars, the Issuing Bank shall not be required to issue such Letter of Credit if it does not issue Letters of Credit in such currency as receipt of the requested issuance dateapplicable fees set forth in Section 2.13(c)(ii). Upon the issuance of any Letter of Credit (or amendment, renewal or extension or increase thereofof a Letter of Credit), the applicable relevant Issuing Bank shall promptly notify the Administrative AgentAgent of such issuance (or amendment, renewal or extension) and the Administrative Agent shall promptly notify each Lender with a Revolving Commitment of such issuanceissuance (or amendment, renewal or extension), which notice from the by Administrative Agent shall be accompanied by a copy of such Letter of Credit (or amendment, renewal or extension or increase thereof of a Letter of Credit) and the amount of such LenderXxxxxx’s respective participation in such Letter of Credit pursuant to Section 2.20(e2.08(e). The Borrowers, the Administrative Agent, the Issuing Banks and the Lenders hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Closing Date with the same effect as if such Existing Letters of Credit were issued by Deutsche Bank AG New York Branch, as the Issuing Bank, at the request of the Borrowers on the Closing Date.

Notice of Issuance. (i) Whenever an Applicable Account Party the U.S. Borrower or any Subsidiary thereof desires the issuance or amendment of a Letter of Credit, it the U.S. Borrower shall (x) in the case of standby Letters of Credit, deliver to each of the Administrative Agent and the applicable Issuing Bank an Application in use Issuance Notice (or such other notice as may be agreed by the applicable such Issuing Bank at that time Bank) no later than 1:00 12:00 p.m. (New York City time) at least five Business Days in advance of the proposed date of issuance for Letters of Credit denominated in a currency other than Dollars or amendment at least three Business Days in advance of the proposed date of issuance for Letters of Credit denominated in Dollars, or such shorter period as may be agreed to by the applicable Issuing Bank in any particular instance. Such Application shall be accompanied by documentary instance and other evidence of the proposed beneficiary’s identity as may reasonably be requested by (y) deliver to the applicable Issuing Bank to enable a letter of credit application therefor (on the applicable Issuing Bank to verify Bank’s standard form) on the beneficiary’s identity or to comply with any applicable laws or regulations, including, without limitation, the USA PATRIOT Act or as otherwise customarily requested by the applicable Issuing Bank and proposed date of issuance. Such Issuance Notice shall specify the currency of if such Letter of CreditCredit is requested under the U.S. Revolving Commitments or the Canadian Revolving Commitments. Upon satisfaction or waiver of the conditions set forth in Section 4.02 and subject to the terms and conditions set forth in this Section 2.203.02, the applicable Issuing Bank shall issue, amend, extend or increase issue the requested Letter of Credit subject to no violation of any of, and only in accordance with, with the Issuing Bank’s standard operating procedures as in effect from time to time. If a Letter of Credit is requested in a currency other than dollars, the Issuing Bank shall not be required to issue such Letter of Credit if it does not issue Letters of Credit in such currency as of the requested issuance dateprocedures. Upon the issuance of any U.S. Letter of Credit or amendment, extension amendment or increase thereofmodification to a U.S. Letter of Credit, the applicable Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender with a U.S. Revolving Commitment, of such issuance, or amendment or modification and the amount of such Lender’s respective participation in such U.S. Letter of Credit pursuant to Section 2.04(e). Upon the issuance of any Canadian Letter of Credit or amendment or modification to a Canadian Letter of Credit, the Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender with a Canadian Revolving Commitment, of such issuance, amendment or modification to such Canadian Letter of Credit and the amount of such Lender’s respective participation in such Canadian Letter of Credit pursuant to Section 2.04(e). (ii) Whenever any Foreign Subsidiary desires the issuance of a Letter of Credit, the European Borrower or the Borrower Representative shall (x) in the case of standby Letters of Credit, deliver to the Administrative Agent and the applicable Issuing Bank an Issuance Notice (or such other notice as may be agreed by such Issuing Bank) no later than 12:00 p.m. (London, England time) at least five Business Days in advance of the proposed date of issuance for Letters of Credit denominated in a currency other than Dollars or at least three Business Days in advance of the proposed date of issuance for Letters of Credit denominated in Dollars, or such shorter period as may be agreed to by the Issuing Bank in any particular instance and (y) deliver to the applicable Issuing Bank a letter of credit application therefor (on the applicable Issuing Bank’s standard form) on the proposed date of issuance. Upon satisfaction or waiver of the conditions set forth in Section 3.02, the Issuing Bank shall issue the requested Letter of Credit only in accordance with the Issuing Bank’s standard operating procedures. Upon the issuance of any European Letter of Credit or amendment or modification to a European Letter of Credit, the Issuing Bank shall promptly notify the Administrative Agent and each Lender with a European Revolving Commitment of such issuance, which notice from the Administrative Agent shall be accompanied by a copy of such Letter of Credit or amendment, extension amendment or increase thereof modification and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.20(e2.04(e).

Notice of Issuance. Whenever an Applicable Account Party desires the issuance or amendment of a Letter of Credit, it The Company shall deliver give notice to each of the Administrative Agent and the applicable Issuing Bank an Application in use by Lender of the proposed issuance of each Letter of Credit on a Business Day which is at least three Business Days (or such lesser number of days as the Administrative Agent and the applicable Issuing Bank at that time no later than 1:00 p.m. (New York City timeLender shall agree in any particular instance in their sole discretion) at least five Business Days in advance of prior to the proposed date of issuance or amendment or such shorter period as may be agreed to by the applicable Issuing Bank in any particular instance. Such Application shall be accompanied by documentary and other evidence of the proposed beneficiary’s identity as may reasonably be requested by the applicable Issuing Bank to enable the applicable Issuing Bank to verify the beneficiary’s identity or to comply with any applicable laws or regulations, including, without limitation, the USA PATRIOT Act or as otherwise customarily requested by the applicable Issuing Bank and shall specify the currency of such Letter of Credit. Upon satisfaction Each such notice shall be accompanied by an L/C Application, duly executed by the Company and in all respects satisfactory to the Administrative Agent and the applicable Issuing Lender, together with such other documentation as the Administrative Agent or waiver the applicable Issuing Lender may request in support thereof, it being understood that each L/C Application shall specify, among other things, the date on which the proposed Letter of Credit is to be issued, the expiration date of such Letter of Credit (which shall be in accordance with Section 2.1.3) and whether such Letter of Credit is to be transferable in whole or in part. Any Letter of Credit outstanding after the scheduled Termination Date which is Cash Collateralized for the benefit of the applicable Issuing Lender shall be the sole responsibility of such Issuing Lender. So long as the applicable Issuing Lender has not received written notice that the conditions precedent set forth in Section 4.02 and subject 12 with respect to the terms and conditions set forth in this Section 2.20, the applicable Issuing Bank shall issue, amend, extend or increase the requested issuance of such Letter of Credit subject to no violation of any ofhave not been satisfied, and only in accordance with, the such Issuing Bank’s standard operating procedures as in effect from time to time. If a Letter of Credit is requested in a currency other than dollars, the Issuing Bank Lender shall not be required to issue such Letter of Credit if it does not issue Letters of Credit in such currency as of on the requested issuance date. Upon Each Issuing Lender shall promptly advise the Administrative Agent of the issuance of any each Letter of Credit or amendmentissued by such Issuing Lender and of any amendment thereto, extension thereof or increase thereofevent or circumstance changing the amount available for drawing thereunder. As of the Closing Date, the applicable Issuing Bank all Existing Letters of Credit shall promptly notify the Administrative Agentbe deemed to have been issued pursuant hereto, and from and after the Administrative Agent shall promptly notify each Lender with a Revolving Commitment of such issuance, which notice from the Administrative Agent Closing Date shall be accompanied subject to and governed by a copy of such Letter of Credit or amendment, extension or increase thereof the terms and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.20(e)conditions hereof.

Notice of Issuance. Whenever an Applicable Account Party Borrower desires the issuance or amendment of a Letter of Credit, it shall deliver to each of the Administrative Agent and the applicable Issuing Bank an (with a copy to Administrative Agent) a request in the form of a Letter of Credit Application in use appropriately completed and signed by the applicable Issuing Bank at that time a Responsible Officer of Borrower no later than 1:00 p.m. 11:00 a.m. (New York City time) at least five two Business Days Days, or in each case such shorter period as may be agreed in a particular instance by Issuing Bank and Administrative Agent in their sole discretion in any particular instance, in advance of the proposed date of issuance. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to Issuing Bank: (a) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (b) the amount thereof; (c) the expiry date thereof; (d) the name and address of the beneficiary thereof (which shall be the DOE); (e) the documents to be presented by such beneficiary in case of any drawing thereunder; (f) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (g) such other matters as Issuing Bank may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to Issuing Bank (a) the Letter of Credit to be amended; (b) the proposed date of amendment thereof (which shall be a Business Day); (c) the nature of the proposed amendment; and (d) such other matters as Issuing Bank may reasonably require. Additionally, Borrower shall furnish to Issuing Bank and Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment or such shorter period as may be agreed to by the applicable Issuing Bank in any particular instance. Such Application shall be accompanied by documentary and other evidence of the proposed beneficiary’s identity as or Administrative Agent may reasonably be requested by the applicable require. Promptly after receipt of any Letter of Credit Application, Issuing Bank to enable the applicable Issuing Bank to verify the beneficiary’s identity shall confirm with Administrative Agent (by telephone or to comply with any applicable laws or regulations, including, without limitation, the USA PATRIOT Act or as otherwise customarily requested by the applicable Issuing Bank and shall specify the currency writing) that Administrative Agent has received a copy of such Letter of CreditCredit Application from Borrower and, if not, Issuing Bank will provide Administrative Agent with a copy thereof. Upon satisfaction Unless Issuing Bank has received a notice from Administrative Agent, at least one Business Day prior to the requested date of issuance or waiver amendment of the applicable Letter of Credit, that one or more applicable conditions set forth in Section 4.02 and 3.2 shall not then be satisfied or waived, then subject to the terms and conditions set forth in this Section 2.202.4, the applicable Issuing Bank shall issueshall, amend, extend or increase on the requested date, issue or amend the Letter of Credit subject to no violation of any of, and only in accordance with, the with Issuing Bank’s standard operating procedures as in effect from time procedures. Promptly after its delivery of any Letter of Credit or any amendment to time. If a Letter of Credit is requested in a currency other than dollarsto an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank shall not be required will also deliver to issue Borrower and Administrative Agent a true and complete copy of such Letter of Credit if it does not issue Letters of Credit in such currency as of the requested issuance dateor amendment. Upon the issuance of any Letter of Credit or amendmentamendment to a Letter of Credit, extension or increase thereof, the applicable Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender with a Revolving Commitment of such issuanceissuance or amendment, which notice from the Administrative Agent shall be accompanied by a copy of such Letter of Credit or amendment, extension or increase thereof amendment to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.20(e2.4(e).

Notice of Issuance. Whenever an Applicable Account Party Borrower desires the issuance or amendment of a Synthetic Letter of Credit, it shall deliver to each of the Administrative Agent (with a copy to Synthetic LC Agent and the applicable Synthetic LC Issuing Bank Bank) an Application in use by the applicable Issuing Bank at that time Issuance Notice no later than 1:00 12:00 p.m. (New York City time) at least three Business Days (in the case of standby letters of credit) or five Business Days (in advance the case of the proposed date commercial letters of issuance credit), or amendment or in each case such shorter period as may be agreed to by the applicable Synthetic LC Issuing Bank in any particular instance. Such Application shall instance (including in connection with Synthetic Letters of Credit to be accompanied by documentary and other evidence issued on the Closing Date), in advance of the proposed beneficiary’s identity as may reasonably be requested by the applicable Issuing Bank to enable the applicable Issuing Bank to verify the beneficiary’s identity or to comply with any applicable laws or regulations, including, without limitation, the USA PATRIOT Act or as otherwise customarily requested by the applicable Issuing Bank and shall specify the currency date of such Letter of Creditissuance. Upon satisfaction or waiver of the conditions set forth in Section 4.02 and subject to the terms and conditions set forth in this Section 2.203.2, the applicable Synthetic LC Issuing Bank shall issue, amend, extend or increase issue the requested Synthetic Letter of Credit subject to no violation of any of, and only in accordance with, the with Synthetic LC Issuing Bank’s standard operating procedures as in effect from time to time. If a Letter of Credit is requested in a currency other than dollars, the Issuing Bank shall not be required to issue such Letter of Credit if it does not issue Letters of Credit in such currency as of the requested issuance dateprocedures. Upon the issuance of any Synthetic Letter of Credit or amendmentamendment or modification to a Synthetic Letter of Credit, extension or increase thereof, the applicable Synthetic LC Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent (with a copy to Synthetic LC Agent) who shall promptly as soon as practicable notify each Synthetic LC Lender with a Revolving Commitment of such issuance, which notice from the Administrative Agent shall be accompanied by a copy of such Synthetic Letter of Credit or amendment, extension amendment or increase thereof modification to a Synthetic Letter of Credit and the amount of such Lender’s respective participation in such Synthetic Letter of Credit pursuant to Section 2.20(e2.5(e). Unless the Synthetic LC Issuing Bank has received notice from the Administrative Agent to the contrary, the Synthetic LC Issuing Bank shall be entitled to rely on any certification from Borrower contained in any Issuance Notice to the effect that the conditions precedent to the issuance of any requested Synthetic Letter of Credit have been satisfied in full.

Notice of Issuance. Whenever an Applicable Account Party the Company desires the issuance or amendment Issuance of a Letter of Credit, it shall will deliver in a writing or Electronic Transmission to each of the Administrative Agent and the applicable Issuing Bank and the Administrative Agent an Application in use by the applicable Issuing Bank at that time or an Issuance Notice no later than 1:00 p.m. 12:00 noon (New York City time) at least five three (3) Business Days in advance of the proposed date of issuance or amendment Days, or such shorter period as may be agreed to by the applicable Issuing Bank in any particular instance. Such Application shall be accompanied by documentary and other evidence , in advance of the proposed beneficiary’s identity as may reasonably date of Issuance. For each Issuance, the applicable Issuing Bank may, but will not be requested required to, determine that, or take notice whether, the conditions precedent set forth in Section 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided, however, that no Letters of Credit will be Issued during the period starting on the first Business Day after the receipt by such Issuing Bank of notice from the Administrative Agent or the Lenders holding more than 50% of the aggregate Revolving Credit Exposure of all Lenders that any condition precedent contained in Section 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. Upon receipt by the applicable Issuing Bank of the L/C Reimbursement Agreement, in form and substance reasonably acceptable to enable the applicable Issuing Bank to verify the beneficiary’s identity or to comply with any applicable laws or regulations, including, without limitation, the USA PATRIOT Act or as otherwise customarily requested by the applicable such Issuing Bank and shall specify duly executed by the currency of such Letter of Credit. Upon satisfaction or waiver of the conditions set forth in Section 4.02 and subject to the terms and conditions set forth in this Section 2.20Company, the applicable Issuing Bank shall issue, amend, extend or increase will Issue the requested Letter of Credit subject to no violation of any of, and only in accordance with, the with such Issuing Bank’s standard operating procedures as in effect from time to time. If a Letter of Credit is requested in a currency other than dollars, the Issuing Bank shall not be required to issue such Letter of Credit if it does not issue Letters of Credit in such currency as of the requested issuance dateprocedures. Upon the issuance Issuance of any Letter of Credit or amendmentamendment or modification to a Letter of Credit, extension or increase thereof, the applicable such Issuing Bank shall will promptly notify the Administrative Agent, and the Administrative Agent shall which will in turn promptly notify each Revolving Lender with a Revolving Commitment of such issuanceIssuance, which notice from the Administrative Agent shall will be accompanied by a copy of such Letter of Credit or amendment, extension amendment or increase thereof modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.20(e2.4(e). Each Issuing Bank further agrees to provide the Administrative Agent, in form and substance satisfactory to the Administrative Agent, upon the request of the Administrative Agent (or any Revolving Lender through the Administrative Agent), copies of any Letter of Credit Issued by such Issuing Bank and any related L/C Reimbursement Agreement and such other documents and information as may reasonably be requested by the Administrative Agent. To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Section 2.4, the provisions of this Section 2.4 shall control.

Notice of Issuance. Whenever an Applicable Account Party desires the issuance issuance, extension, increase or amendment of a Letter of Credit, it shall deliver to each of the Administrative Agent and the applicable Issuing Bank an Application in use by the applicable Issuing Bank at that time no later than 1:00 p.m. (p.m., New York City time) , at least five Business Days in advance of the proposed date of issuance issuance, extension, increase or amendment or such shorter period as may be agreed to by the applicable Issuing Bank in any particular instance. Such Application shall be accompanied by documentary and other evidence of the proposed beneficiary’s identity as may reasonably be requested by the applicable Issuing Bank to enable the applicable Issuing Bank to verify the beneficiary’s identity or to comply with any applicable laws or regulations, including, without limitation, including the USA PATRIOT Act or as otherwise customarily requested by the applicable Issuing Bank and shall specify the currency of such Letter of CreditBank. Upon satisfaction or waiver of the conditions set forth in Section 4.02 and subject to the terms and conditions set forth in this Section 2.202.21, the applicable Issuing Bank shall issue, amend, extend or increase the requested Letter of Credit subject to no violation of any of, and only in accordance with, the Issuing Bank’s standard operating procedures as in effect from time to time. If a Letter of Credit is requested in a currency other than dollars, the Issuing Bank shall not be required to issue such Letter of Credit if it does not issue Letters of Credit in such currency as of the requested issuance date. Upon the issuance of any Letter of Credit or amendment, extension or increase thereof, the applicable Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender with a Revolving Commitment of such issuance, which notice from the Administrative Agent shall be accompanied by a copy of such Letter of Credit or amendment, extension or increase thereof and the amount of such LenderXxxxxx’s respective participation in such Letter of Credit pursuant to Section 2.20(e2.21(e). Notwithstanding anything contained in any Application furnished to any Issuing Bank in connection with the issuance, amendment, extension or increase of any Letter of Credit, in the event of any conflict between the terms and conditions of such Application and the terms and conditions of this Agreement, on the other hand, the terms and conditions of this Agreement shall control.

Notice of Issuance. Whenever an Applicable Account Party Company desires the issuance or amendment of a ------------------ Letter of Credit, it shall deliver to each of the Administrative Agent and a Request for Issuance of Letter of Credit substantially in the applicable Issuing Bank an Application in use by the applicable Issuing Bank at that time form of Exhibit III ----------- annexed hereto no later than 1:00 p.m. 11:00 A.M. (New York City time) at least five three Business Days in advance of the proposed date of issuance or amendment Days, or such shorter period as may be agreed to by the applicable Issuing Bank Lender in any particular instance. Such Application shall be accompanied by documentary and other evidence , in advance of the proposed beneficiary’s identity as may reasonably be requested by the applicable Issuing Bank to enable the applicable Issuing Bank to verify the beneficiary’s identity or to comply with any applicable laws or regulations, including, without limitation, the USA PATRIOT Act or as otherwise customarily requested by the applicable Issuing Bank and date of issuance. The Request for Issuance of Letter of Credit shall specify (a) the currency proposed date of such 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. Upon satisfaction or waiver , (c) the face amount of the conditions set forth in Section 4.02 Letter of Credit, (d) the expiration date of the Letter of Credit, (e) the name and subject address of the beneficiary, (f) that, after giving effect to the terms and conditions set forth in this Section 2.20, the applicable Issuing Bank shall issue, amend, extend or increase the requested Letter of Credit subject to no violation of any of, and only in accordance withCredit, the Issuing Bank’s standard operating procedures as Total Utilization of Tranche A Revolving Loan Commitments will not exceed the Tranche A Revolving Loan Commitments then in effect from time to time. If effect, (g) in the case of a Letter of Credit is requested which Company requests to be denominated in a currency other than dollarsDollars, the Issuing Bank shall not be required to issue currency in which Company requests such Letter of Credit if it does not issue Letters to be issued and (h) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary in such currency as conformity with the terms and conditions of the requested issuance dateLetter of Credit prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable -------- discretion, may require changes in the text of the proposed Letter of Credit or any such documents. Upon Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit or amendment, extension or increase thereof, in the event that any of the matters to which it is required to certify in the applicable Issuing Bank shall promptly notify Request for Issuance of Letter of Credit is no longer true and correct as of the Administrative Agentproposed date of issuance of such Letter of Credit, and upon the Administrative Agent issuance of any Letter of Credit it shall promptly notify each Lender with a Revolving Commitment be deemed to have re-certified, as of the date of such issuance, as to the matters to which notice from it is required to certify in the Administrative Agent shall be accompanied by a copy applicable Request for Issuance of such Letter of Credit or amendment, extension or increase thereof and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.20(e)Credit.

Notice of Issuance. Whenever an Applicable Account a Loan Party or a Subsidiary Applicant desires the issuance or amendment of a Letter of Credit, it the Borrower shall deliver to each of the Administrative Agent (who shall provide a copy to the Lenders) and the applicable Issuing Bank an Application in use by the applicable Issuing Bank at that time Issuance Notice no later than 1:00 12:00 p.m. (New York City time) at least five three Business Days in advance of the proposed date of issuance or amendment Days, or such shorter period as may be agreed to by the applicable an Issuing Bank in any particular instance. Such Application shall be accompanied by documentary and other evidence , in advance of the proposed beneficiary’s identity as may reasonably be requested by the applicable Issuing Bank to enable the applicable Issuing Bank to verify the beneficiary’s identity date of issuance or to comply with any applicable laws or regulations, including, without limitation, the USA PATRIOT Act or as otherwise customarily requested by the applicable Issuing Bank and shall specify the currency of such Letter of Creditamendment. Upon satisfaction or waiver of the conditions set forth in Section 4.02 2.23, in the case of a Subsidiary Applicant, and subject to the terms and conditions set forth in this Section 2.204.03, the applicable Issuing Bank shall issue, amend, extend issue or increase amend the requested Letter of Credit subject to no violation of any of, and only in accordance with, the with such Issuing Bank’s standard operating procedures as in effect from time to timeprocedures. If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application (appropriately completed and signed by an authorized officer of the Borrower and, if applicable, the other Loan Party or Subsidiary Applicant requesting the issuance of the Letter of Credit is requested in a currency other than dollarsCredit, the Issuing Bank shall not be required to issue including agreed-upon draft language for such Letter of Credit if it does not issue Letters reasonably acceptable to the applicable Issuing Bank) on such Issuing Bank’s standard form in connection with any request for a Letter of Credit Credit; provided that, in the event of any conflict between the terms hereof and the terms of any such currency as of application, the requested issuance dateterms hereof shall control. Upon the issuance of any Letter of Credit or amendment, extension amendment or increase thereofmodification to a Letter of Credit, the applicable Issuing Bank shall promptly notify the Administrative Agent, Agent and the Administrative Agent shall promptly notify each Lender with a Revolving Commitment of such issuance, amendment or modification, which notice from the Administrative Agent shall be accompanied by a copy of such Letter of Credit or amendment, extension amendment or increase thereof modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.20(e2.21(e).

Notice of Issuance. (i) Whenever an Applicable Account Party the U.S. Borrower or any Subsidiary thereof desires the issuance or amendment of a Letter of Credit, it the U.S. Borrower shall (x) in the case of standby Letters of Credit, deliver to each of the Administrative Agent and the applicable Issuing Bank an Application in use Issuance Notice (or such other notice as may be agreed by the applicable such Issuing Bank at that time Bank) no later than 1:00 12:00 p.m. (New York City time) at least five Business Days in advance of the proposed date of issuance for Letters of Credit denominated in a currency other than Dollars or amendment at least three Business Days in advance of the proposed date of issuance for Letters of Credit denominated in Dollars, or such shorter period as may be agreed to by the applicable Issuing Bank in any particular instance. Such Application shall be accompanied by documentary instance and other evidence of the proposed beneficiary’s identity as may reasonably be requested by (y) deliver to the applicable Issuing Bank to enable a letter of credit application therefor (on the applicable Issuing Bank to verify Bank’s standard form) on the beneficiary’s identity or to comply with any applicable laws or regulations, including, without limitation, the USA PATRIOT Act or as otherwise customarily requested by the applicable Issuing Bank and proposed date of issuance. Such Issuance Notice shall specify the currency of if such Letter of CreditCredit is requested under the U.S. Revolving Commitments or the Canadian Revolving Commitments. Upon satisfaction or waiver of the conditions set forth in Section 4.02 and subject to the terms and conditions set forth in this Section 2.203.02, the applicable Issuing Bank shall issue, amend, extend or increase issue the requested Letter of Credit subject to no violation of any of, and only in accordance with, with the Issuing Bank’s standard operating procedures as in effect from time to time. If a Letter of Credit is requested in a currency other than dollars, the Issuing Bank shall not be required to issue such Letter of Credit if it does not issue Letters of Credit in such currency as of the requested issuance dateprocedures. Upon the issuance of any U.S. Letter of Credit or amendment, extension amendment or increase thereofmodification to a U.S. Letter of Credit, the applicable Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender with a U.S. Revolving Commitment, of such issuance, or amendment or modification and the amount of such Lender’s respective participation in such U.S. Letter of Credit pursuant to Section 2.04(e). Upon the issuance of any Canadian Letter of Credit or amendment or modification to a Canadian Letter of Credit, the Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender with a Canadian Revolving Commitment, of such issuance, amendment or modification to such Canadian Letter of Credit and the amount of such Lender’s respective participation in such Canadian Letter of Credit pursuant to Section 2.04(e). (ii) Whenever any Foreign Subsidiary desires the issuance of a Letter of Credit, the European Borrower or the Borrower Representative shall (x) in the case of standby Letters of Credit, deliver to the Administrative Agent and the applicable Issuing Bank an Issuance Notice (or such other notice as may be agreed by such Issuing Bank) no later than 12:00 p.m. (London, England time) at least five Business Days in advance of the proposed date of issuance for Letters of Credit denominated in a currency other than Dollars or at least three Business US-DOCS\106883637.15 Days in advance of the proposed date of issuance for Letters of Credit denominated in Dollars, or such shorter period as may be agreed to by the Issuing Bank in any particular instance and (y) deliver to the applicable Issuing Bank a letter of credit application therefor (on the applicable Issuing Bank’s standard form) on the proposed date of issuance. Upon satisfaction or waiver of the conditions set forth in Section 3.02, the Issuing Bank shall issue the requested Letter of Credit only in accordance with the Issuing Bank’s standard operating procedures. Upon the issuance of any European Letter of Credit or amendment or modification to a European Letter of Credit, the Issuing Bank shall promptly notify the Administrative Agent and each Lender with a European Revolving Commitment of such issuance, which notice from the Administrative Agent shall be accompanied by a copy of such Letter of Credit or amendment, extension amendment or increase thereof modification and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.20(e2.04(e).

Notice of Issuance. Whenever an Applicable Account Party desires the issuance or amendment of a Letter of Credit, it shall deliver to each of the Administrative Agent and the applicable Issuing Bank an Application in use by the applicable Issuing Bank at that time no later than 1:00 p.m. (New York City time) at least five Business Days in advance of the proposed date of issuance or amendment or such shorter period as may be agreed to by the applicable Issuing Bank in any particular instance. Such Application shall be accompanied by documentary and other evidence of the proposed beneficiary’s identity as may reasonably be requested by the applicable Issuing Bank to enable the applicable Issuing Bank to verify the beneficiary’s identity or to comply with any applicable laws or regulations, including, without limitation, the USA PATRIOT Patriot Act or as otherwise customarily requested by the applicable Issuing Bank and shall specify the currency of such Letter of Credit. Upon satisfaction or waiver of the conditions set forth in Section 4.02 and subject to the terms and conditions set forth in this Section 2.202.19, the applicable Issuing Bank shall issue, amend, extend or increase the requested Letter of Credit subject to no violation of any of, and only in accordance with, the Issuing Bank’s standard operating procedures and policies as in effect from time to time. If a Letter of Credit is requested in a currency other than dollars, the Issuing Bank shall not be required to issue such Letter of Credit if it does not issue Letters of Credit in such currency as of the requested issuance date. Upon the issuance of any Letter of Credit or amendment, extension or increase thereof, the applicable Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender with a Revolving Commitment of such issuance, which notice from the Administrative Agent shall be accompanied by a copy of such Letter of Credit or amendment, extension or increase thereof and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.20(e2.19(e).

Notice of Issuance. Whenever an Applicable Account Party Subject to Section 4.2(b), whenever the Borrower desires the issuance or amendment (to either increase the amount available for drawings under any Revolving Facilty Letter of Credit or to extend the maturity date thereof) of a Revolving Facility Letter of Credit, it the Borrower shall deliver to each of the Administrative Agent and the applicable Issuing Bank an Application in use by the applicable Issuing Bank at that time Issuance Notice no later than 1:00 2:00 p.m. (New York City time) at least five three Business Days in advance of the proposed date of issuance or amendment Days, or such shorter period as may be agreed to by the applicable Issuing Bank in any particular instance, in advance of the proposed date of issuance. Such Application Issuance Notice shall be accompanied by any documentary and or other evidence of the proposed beneficiary’s identity as may reasonably be requested by the applicable Issuing Bank to enable the applicable Issuing Bank to verify the beneficiary’s identity or in order to comply with any its ongoing obligations under applicable laws or “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act or as otherwise customarily requested by the applicable Issuing Bank and shall specify the currency of such Letter of Credit. Upon satisfaction or waiver of the conditions set forth in Section 4.02 and subject to the terms and conditions set forth in this Section 2.204.2, the applicable Issuing Bank shall issue, amend, extend or increase issue the requested Revolving Facility Letter of Credit subject to no violation of any of, and only in accordance with, with the Issuing Bank’s standard operating procedures as in effect from time to timeprocedures. If a Upon the issuance or cancellation of any Revolving Facility Letter of Credit is requested in or amendment or modification to a currency other than dollarsRevolving Facility Letter of Credit, the Issuing Bank shall not be required promptly provide written or telephonic notice to issue such Letter of Credit if it does not issue Letters of Credit in such currency as of the requested issuance date. Upon the issuance of any Letter of Credit or amendment, extension or increase thereof, the applicable Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender with a Revolving Commitment of such issuance, which notice from the Administrative Agent shall be accompanied by amendment, modification or cancellation of a copy of such Revolving Facility Letter of Credit or amendment, extension or increase thereof and the amount of such Lender’s respective participation in such Revolving Facility Letter of Credit pursuant to Section 2.20(e2.4(e). Notwithstanding anything herein to the contrary, an Issuing Bank shall be under no obligation to issue, extend or amend any Revolving Facility Letter of Credit if any order, judgment or decree of any Governmental Authority or arbitrator by its terms shall purport to enjoin or restrain such Issuing Bank from issuing the Revolving Facility Letter of Credit, or any Law applicable to the applicable Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or the Revolving Facility Letter of Credit in particular.

Notice of Issuance. Whenever an Applicable Account Party Borrower desires the issuance or amendment of a Synthetic Letter of Credit, it shall deliver to each of the Administrative Agent (with a copy to Collateral Agent and the applicable Synthetic LC Issuing Bank Bank) an Application in use by the applicable Issuing Bank at that time Issuance Notice no later than 1:00 12:00 p.m. (New York City time) at least three Business Days (in the case of standby letters of credit) or five Business Days (in advance the case of the proposed date commercial letters of issuance credit), or amendment or in each case such shorter period as may be agreed to by the applicable Synthetic LC Issuing Bank in any particular instance. Such Application shall be accompanied by documentary and other evidence , in advance of the proposed beneficiary’s identity as may reasonably be requested by the applicable Issuing Bank to enable the applicable Issuing Bank to verify the beneficiary’s identity or to comply with any applicable laws or regulations, including, without limitation, the USA PATRIOT Act or as otherwise customarily requested by the applicable Issuing Bank and shall specify the currency date of such Letter of Creditissuance. Upon satisfaction or waiver of the conditions set forth in Section 4.02 and subject to the terms and conditions set forth in this Section 2.203.2, the applicable Synthetic LC Issuing Bank shall issue, amend, extend or increase issue the requested Synthetic Letter of Credit subject to no violation of any of, and only in accordance with, the with Synthetic LC Issuing Bank’s standard operating procedures as in effect from time to time. If a Letter of Credit is requested in a currency other than dollars, the Issuing Bank shall not be required to issue such Letter of Credit if it does not issue Letters of Credit in such currency as of the requested issuance dateprocedures. Upon the issuance of any Synthetic Letter of Credit or amendmentamendment or modification to a Synthetic Letter of Credit, extension or increase thereof, the applicable Synthetic LC Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent (with a copy to Collateral Agent) who shall promptly notify each Synthetic LC Lender with a Revolving Commitment of such issuance, which notice from the Administrative Agent shall be accompanied by a copy of such Synthetic Letter of Credit or amendment, extension amendment or increase thereof modification to a Synthetic Letter of Credit and the amount of such Lender’s respective participation in such Synthetic Letter of Credit pursuant to Section 2.20(e2.5(e). Unless the Synthetic LC Issuing Bank has received notice from the Administrative Agent to the contrary, the Synthetic LC Issuing Bank shall be entitled to rely on any certification from Borrower contained in any Issuance Notice to the effect that the conditions precedent to the issuance of any requested Synthetic Letter of Credit have been satisfied in full.

Notice of Issuance. Whenever an Applicable Account Party desires the issuance or amendment of a Letter of Credit, it shall deliver to each of the Administrative Agent and the applicable Issuing Bank an Application in use by the applicable Issuing Bank at that time no later than 1:00 p.m. (New York City time) at least five Business Days in advance of the proposed date of issuance or amendment or such shorter period as may be agreed to by the applicable Issuing Bank in any particular instance. Such Application shall be accompanied by documentary and other evidence of the proposed beneficiary’s identity as may reasonably be requested by the applicable Issuing Bank to enable the applicable Issuing Bank to verify the beneficiary’s identity or to comply with any applicable laws or regulations, including, without limitation, the USA PATRIOT Patriot Act or as otherwise customarily requested by the applicable Issuing Bank and shall specify the currency of such Letter of Credit. Upon satisfaction or waiver of the conditions set forth in Section 4.02 and subject to the terms and conditions set forth in this Section 2.202.19, the applicable Issuing Bank shall issue, amend, extend or increase the requested Letter of Credit subject to no violation of any of, and only in accordance with, the Issuing Bank’s standard operating procedures and policies as in effect from time to time. If a Letter of Credit is requested in a currency other than dollarsDollars, the Issuing Bank shall not be required to issue such Letter of Credit if it does not issue Letters of Credit in such currency as of the requested issuance date. Upon the issuance of any Letter of Credit or amendment, extension or increase thereof, the applicable Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender with a Revolving Commitment of such issuance, which notice from the Administrative Agent shall be accompanied by a copy of such Letter of Credit or amendment, extension or increase thereof and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.20(e2.19(e).