Common use of Procedure for Issuance Clause in Contracts

Procedure for Issuance. Prior to the issuance of each Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers shall deliver to the Issuing Lender (with a copy to Agent) a Master Letter of Credit Agreement signed by the Borrowers, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Letter of Credit shall be reasonably satisfactory to the Issuing Lender. Except as provided in Section 2.13(B), each Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers to the Issuing Lender by facsimile transmission, telex or other electronic means followed by delivery of executed originals within five days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B), as the case may be, and shall specify therein (i) the stated amount of the Letter of Credit requested, (ii) the effective date of issuance of such requested Letter of Credit, which shall be a Business Day, (iii) the date on which such requested Letter of Credit is to expire, (iv) the entity for whose benefit the requested Letter of Credit is to be issued, which shall be a Borrower, (v) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicable. The delivery of the foregoing documents and information shall constitute an “Issuance Request” for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, and provided that the applicable conditions set forth in Section 2.11 hereof have been satisfied, the Issuing Lender shall, on the requested date, issue a Letter of Credit on behalf of Borrowers in accordance with the Issuing Lender’s usual and customary business practices. In addition, any amendment of an existing Letter of Credit shall be deemed to be an issuance of a new Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender shall give Agent prompt written notice of the issuance of any Letter of Credit.

Procedure for Issuance. Prior to the (i) The Borrower shall give an Issuer at least three Business Days' prior written notice of any requested issuance of each Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Facility Letter of Credit or Post-Termination Letter of Credit, Borrowers shall deliver to the Issuing Lender under this Agreement (with a copy to Agent) a Master "Letter of Credit Agreement signed by the Borrowers, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Letter of Credit Request"). Such notice shall be reasonably satisfactory to the Issuing Lender. Except as provided in Section 2.13(B), each Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers to the Issuing Lender by facsimile transmission, telex or other electronic means followed by delivery of executed originals within five days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B), as the case may be, irrevocable and shall specify therein specify: (iA) the stated amount of the Facility Letter of Credit requestedrequested (which stated amount shall not be less than $1,000,000), PROVIDED, HOWEVER, that up to five Facility Letters of Credit issued in any twelve-month period may have a stated amount of less than $1,000,000 each; (iiB) the effective date (which day shall be a Business Day) of issuance of such requested Facility Letter of Credit, which shall be a Business Day, Credit (iiithe "Issuance Date"); (C) the date on which such requested Facility Letter of Credit is to expire, expire (ivwhich date shall be a Business Day and shall comply with the provisions of Section 2.15(b)(iv)); (D) the entity for whose benefit name of the Issuer chosen by the Borrower to issue the requested Facility Letter of Credit; (E) the purpose for which such Facility Letter of Credit is to be issued, which shall be a Borrower, ; and (vF) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to Person for whose benefit the requested Letter of Credit issuance and (vi) that the requested Facility Letter of Credit is to be a Cash Collateralized issued. At the time the Letter of CreditCredit Request is made, if applicable. The delivery the Borrower shall also provide the Agent and the Issuer with a copy of the foregoing documents form (if specified by the beneficiary) of the Facility Letter of Credit it is requesting be issued. Such Letter of Credit Request, to be effective, must be received by such Issuer and information shall constitute an “Issuance Request” for purposes the Agent not later than 2:00 p.m. (Chicago time) on the last Business Day on which a Letter of Credit Request can be given under this Agreement. Section 2.15(c)(i). (ii) Subject to the terms and conditions of this Section 2.13(A) or Section 2.13(B), as the case may be, 2.15 and provided PROVIDED that the applicable conditions set forth in Section 2.11 Sections 5.01 and 5.02 hereof have been satisfied, the Issuing Lender such Issuer shall, on the requested dateIssuance Date, issue a Facility Letter of Credit on behalf of Borrowers the Borrower in accordance with the Issuing Lender’s Issuer's usual and customary business practices. In addition, any amendment of an existing practices unless the Issuer has actually received (a) written notice from the Borrower specifically revoking the Letter of Credit shall be deemed Request with respect to be an such Facility Letter of Credit, (b) written notice from a Lender, which complies with the provisions of Section 2.15(e)(i) or (c) written or telephonic notice from the Agent stating that the issuance of a new such Facility Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender would violate Section 2.15(b). (iii) Each Issuer shall give the Agent prompt and the Borrower written or telex notice, or telephonic notice confirmed promptly thereafter in writing, of the issuance of any a Facility Letter of Credit (the "Issuance Notice"), together with (for the Borrower and the Agent) a copy of such Facility Letter of Credit. (iv) An Issuer shall not extend or amend any Facility Letter of Credit or allow a Facility Letter of Credit to be automatically extended unless the requirements of this Section 2.15(c) are met as though a new Facility Letter of Credit was being requested and issued.

Procedure for Issuance. Prior to the issuance of each new Letter of Credit, Credit and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers the Borrower shall deliver to the Issuing Lender Issuer (with a copy to the Agent) a Master Letter of Credit Reimbursement Agreement signed by the BorrowersBorrower, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Letter of Credit shall be reasonably satisfactory to the Issuing LenderIssuer. Except as provided in Section 2.13(B), each Each Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers the Borrower to the Issuing Lender Issuer by facsimile transmissiontelecopy, telex or other electronic means followed by delivery of executed originals within five (5) days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B2.1(b), as the case may be, and shall specify therein (ia) the stated amount of the Letter of Credit requested, (iib) the effective date of issuance of such requested Letter of Credit, which shall be a Business Day, (iiic) the date on which such requested Letter of Credit is to expire, which shall be no later than one (iv1) year from the entity for whose benefit date of issuance of such Letter of Credit or in the requested case of a Lloyd’s Letter of Credit, four years from the date of the related Expiry Notice, (d) whether the Letter of Credit is to be issued, which shall be a Borrower, denominated in Dollars or Pounds and (ve) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicableissuance. The delivery of the foregoing documents and information shall constitute an “Issuance Request” for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, 2.1 and provided that the applicable conditions set forth in Section 2.11 4.2 hereof have been satisfied, the Issuing Lender Issuer shall, on the requested date, issue a Letter of Credit on behalf of Borrowers the Borrower in accordance with the Issuing LenderIssuer’s usual and customary business practices. In addition, any amendment of an existing Letter of Credit shall be deemed to be an issuance of a new Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender Issuer shall give the Agent prompt written notice of the issuance of any Letter of Credit.

Procedure for Issuance. Prior to the issuance of each Facility Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers the Borrower shall deliver to the Issuing Lender Issuer (with a copy to the Administrative Agent) a Master Letter of Credit Reimbursement Agreement signed by the BorrowersBorrower, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Facility Letter of Credit shall be reasonably satisfactory to the Issuing LenderIssuer. Except as provided in Section 2.13(B), each Each Facility Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers the Borrower to the Issuing Lender Issuer by facsimile transmissiontelecopy, telex or other electronic means followed by delivery of executed originals within five (5) days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B2.19.1(b), as the case may be, and shall specify therein (i) the stated amount of the Facility Letter of Credit requested, (ii) the effective date of issuance of such requested Facility Letter of Credit, which shall be a Business Day, (iii) the date on which such requested Facility Letter of Credit is to expire, which shall be a Business Day prior to the date five (5) Business Days prior to the Facility Termination Date, (iv) the entity for whose benefit the requested Facility Letter of Credit is to be issued, which shall be the Borrower or a BorrowerSubsidiary, and (v) the aggregate amount of Facility Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Facility Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicableissuance. The delivery of the foregoing documents and information shall constitute an “"Issuance Request” " for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, 2.19.1 and provided that the applicable conditions set forth in Section 2.11 4.2 hereof have been satisfied, the Issuing Lender Issuer shall, on the requested date, issue a Facility Letter of Credit on behalf of Borrowers the Borrower in accordance with the Issuing LenderIssuer’s usual and customary business practices. In addition, any amendment of an existing Facility Letter of Credit shall be deemed to be an issuance of a new Facility Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender Issuer shall give the Administrative Agent prompt written notice of the issuance of any Facility Letter of Credit.

Procedure for Issuance. Prior to the issuance of each new Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers the Borrower shall deliver to the Issuing Lender Issuer (with a copy to the Agent) a Master Letter of Credit Reimbursement Agreement signed by the BorrowersBorrower, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Letter of Credit shall be reasonably satisfactory to the Issuing LenderIssuer. Except as provided in Section 2.13(B), each Each Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers the Borrower to the Issuing Lender Issuer by facsimile transmissiontelecopy, telex or other electronic means followed by delivery of executed originals within five (5) days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B3.1(b), as the case may be, and shall specify therein (ia) the stated amount of the Letter of Credit requested, (iib) the effective date of issuance of such requested Letter of Credit, which shall be a Business Day, (iiic) the date on which such requested Letter of Credit is to expire, which shall be no later than four years from the date of issuance of such Letter of Credit or in the case of a Lloyd’s Letter of Credit, four years from notice of expiry from the Issuer to the Borrower and the beneficiary of such Letter of Credit, (ivd) whether the entity for whose benefit the requested Letter of Credit is to be issueddenominated in Dollars or Pounds, which shall be a Borrower, and (ve) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicableissuance. The delivery of the foregoing documents and information shall constitute an “Issuance Request” for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, 3.1 and provided that the applicable conditions set forth in Section 2.11 5.2 hereof have been satisfied, the Issuing Lender Issuer shall, on the requested date, issue a Letter of Credit on behalf of Borrowers the Borrower in accordance with the Issuing LenderIssuer’s usual and customary business practices. In addition, any amendment of an existing Letter of Credit shall be deemed to be an issuance of a new Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender Issuer shall give the Agent prompt written notice of the issuance of any Letter of Credit.

Procedure for Issuance. Prior (a) The Funds Administrator may from time to time request the Administrative Agent to direct the issuance of each a Letter of CreditCredit by delivering to the Administrative Agent, with a copy to the applicable Issuing Bank, a Letter of Credit Request in the form of Exhibit 3.2(a) to this Agreement, not later than 1:00 p.m. (New York City time) at least three (3) Business Days (or such shorter period as may be agreed to by the Administrative Agent and as the applicable Issuing Bank) in advance of the proposed date of issuance. Prior to date of issuance or in conjunction with the submission of a condition Letter of such issuanceCredit Request, including, without limitation any Cash Collateralized the Funds Administrator shall provide to the Administrative Agent and the applicable Issuing Bank a precise description of the format of the Letter of Credit or Post-Termination Letter of Credit, Borrowers shall deliver information and documents adequate to allow for the Issuing Lender (with a copy Bank to Agent) a Master prepare the requested Letter of Credit Agreement signed by and shall specify that the Borrowers, together with such other documents or items as may be required pursuant to only drawings permitted under the terms thereof, and the proposed form and content of such Letter of Credit shall be reasonably satisfactory sight drawings. The Issuing Bank shall not issue any Letter of Credit until it has received authorization to do so from the Administrative Agent. Promptly after the issuance or amendment of any standby Letter of Credit, the Issuing Bank shall notify the Administrative Agent and the Funds Administrator, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such issuance and amendment. Upon receipt of such notice, the Administrative Agent shall promptly notify the Lenders, in writing, of such issuance or amendment, and if so requested by a Lender the Administrative Agent shall provide such Lender with copies of such issuance or amendment. With regards to Commercial Letters of Credit, the Issuing Bank shall on the first Business Day of each week, provide to the Issuing Lender. Except as provided in Section 2.13(B), Administrative Agent by facsimile a report detailing the daily aggregate outstanding Commercial Letters of Credit for the previous week. (b) The transmittal by the Funds Administrator of each Letter of Credit Request shall be issued no earlier than two (2) Business Days after delivery deemed to be a representation and warranty made by each of the foregoing documentsBorrowers, which delivery may be by Borrowers to both at the Issuing Lender by facsimile transmission, telex or other electronic means followed by delivery time of executed originals within five days thereafter. The documents so delivered shall be in compliance with such transmittal and at the requirements set forth in Section 2.13(A) or Section 2.13(B), as the case may be, and shall specify therein (i) the stated amount time of the Letter of Credit requested, (ii) the effective date of issuance of such the requested Letter of Credit, which shall be a Business Day, (iii) that the date on which such requested Letter of Credit is to expire, (iv) the entity for whose benefit the requested Letter of Credit is to may be issued, which shall be a Borrower, (v) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicable. The delivery of the foregoing documents and information shall constitute an “Issuance Request” for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, and provided that the applicable conditions set forth in Section 2.11 hereof have been satisfied, the Issuing Lender shall, on the requested date, issue a Letter of Credit on behalf of Borrowers issued in accordance with the Issuing Lender’s usual and customary business practices. In addition, will not violate any amendment of an existing Letter of Credit shall be deemed to be an issuance of a new Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender shall give Agent prompt written notice of the issuance of any Letter of CreditSection 3.1.

Procedure for Issuance. Prior The Funds Administrator may from time to time request the Administrative Agent to direct the issuance of each a Letter of CreditCredit by delivering to the Administrative Agent, with a copy to the applicable Issuing Bank, a Letter of Credit Request in the form of Exhibit 3.2(a) to this Agreement, not later than 1:00 p.m. (New York City time) at least three (3) Business Days (or such shorter period as may be agreed to by the Administrative Agent and as the applicable Issuing Bank) in advance of the proposed date of issuance. Prior to date of issuance or in conjunction with the submission of a condition Letter of such issuanceCredit Request, including, without limitation any Cash Collateralized the Funds Administrator shall provide to the Administrative Agent and the applicable Issuing Bank a precise description of the format of the Letter of Credit or Post-Termination Letter of Credit, Borrowers shall deliver information and documents adequate to allow for the Issuing Lender (with a copy Bank to Agent) a Master prepare the requested Letter of Credit Agreement signed by and shall specify that the Borrowers, together with such other documents or items as may be required pursuant to only drawings permitted under the terms thereof, and the proposed form and content of such Letter of Credit shall be reasonably satisfactory to the sight drawings. The Issuing Lender. Except as provided in Section 2.13(B), each Bank shall not issue any Letter of Credit shall be issued no earlier than two (2) Business Days until it has received authorization to do so from the Administrative Agent. Promptly after delivery the issuance or amendment of the foregoing documents, which delivery may be by Borrowers to the Issuing Lender by facsimile transmission, telex or other electronic means followed by delivery of executed originals within five days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B), as the case may be, and shall specify therein (i) the stated amount of the Letter of Credit requested, (ii) the effective date of issuance of such requested any standby Letter of Credit, which the Issuing Bank shall notify the Administrative Agent and the Funds Administrator, in writing, of such issuance or amendment and such notice shall be accompanied by a Business Day, (iii) the date on which copy of such requested Letter of Credit is to expire, (iv) the entity for whose benefit the requested Letter of Credit is to be issued, which shall be a Borrower, (v) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Letter of Credit issuance and (vi) that amendment. Upon receipt of such notice, the Administrative Agent shall promptly notify the Lenders, in writing, of such issuance or amendment, and if so requested Letter by a Lender the Administrative Agent shall provide such Lender with copies of Credit is such issuance or amendment. With regards to be a Cash Collateralized Letter Commercial Letters of Credit, if applicable. The delivery the Issuing Bank shall on the first Business Day of the foregoing documents and information shall constitute an “Issuance Request” for purposes of this Agreement. Subject each week, provide to the terms and conditions of Section 2.13(A) or Section 2.13(B), as Administrative Agent by facsimile a report detailing the case may be, and provided that the applicable conditions set forth in Section 2.11 hereof have been satisfied, the Issuing Lender shall, on the requested date, issue a Letter daily aggregate outstanding Commercial Letters of Credit on behalf of Borrowers in accordance with for the Issuing Lender’s usual and customary business practices. In addition, any amendment of an existing Letter of Credit shall be deemed to be an issuance of a new Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender shall give Agent prompt written notice of the issuance of any Letter of Creditprevious week.

Procedure for Issuance. Prior to the issuance of each Facility Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers the Borrower shall deliver to the Issuing Lender Issuer (with a copy to the Agent) a Master Letter of Credit Reimbursement Agreement signed by the BorrowersBorrower, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Facility Letter of Credit shall be reasonably satisfactory to the Issuing LenderIssuer. Except as provided in Section 2.13(B), each Each Facility Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers the Borrower to the Issuing Lender Issuer by facsimile transmissiontelecopy, telex or other electronic means followed by delivery of executed originals within five (5) days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B2.20.1(b), as the case may be, and shall specify therein (i) the stated amount of the Facility Letter of Credit requested, (ii) the effective date of issuance of such requested Facility Letter of Credit, which shall be a Business Day, (iii) the date on which such requested Facility Letter of Credit is to expire, which shall be a Business Day which is at least five Business Days prior to the Facility Termination Date, (iv) the entity for whose benefit the requested Facility Letter of Credit is to be issued, which shall be the Borrower or a BorrowerSubsidiary, (v) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Facility Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicableissuance. The delivery of the foregoing documents and information shall constitute an “"Issuance Request” " for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, 2.20.1 and provided that the applicable conditions set forth in Section 2.11 4.2 hereof have been satisfied, the Issuing Lender Issuer shall, on the requested date, issue a Facility Letter of Credit on behalf of Borrowers the Borrower in accordance with the Issuing Lender’s Issuer's usual and customary business practices. In addition, any amendment of an existing Facility Letter of Credit shall be deemed to be an issuance of a new Facility Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender Issuer shall give the Agent prompt written notice of the issuance of any Facility Letter of Credit.

Procedure for Issuance. Prior to the issuance of each ---------------------- Facility Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers the Borrower shall deliver to the Issuing Lender Issuer (with a copy to the Agent) a Master Letter of Credit Reimbursement Agreement signed by the BorrowersBorrower, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Facility Letter of Credit shall be reasonably satisfactory to the Issuing LenderIssuer. Except as provided in Section 2.13(B), each Each Facility Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers the Borrower to the Issuing Lender Issuer by facsimile transmissiontelecopy, telex or other electronic means followed by delivery of executed originals within five (5) days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B2.18.1(b), as the case may be, and shall specify therein (i) the stated amount of the Facility Letter of Credit requested, (ii) the effective date of issuance of such requested Facility Letter of Credit, which shall be a Business Day, (iii) the date on which such requested Facility Letter of Credit is to expire, which shall be at least five (5) Business Days prior to the Termination Date, (iv) the entity for whose benefit the requested Facility Letter of Credit is to be issued, which shall be the Borrower or a BorrowerSubsidiary, and (v) the aggregate amount of Facility Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Facility Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicableissuance. The delivery of the foregoing documents and information shall constitute an “"Issuance Request” " for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, 2.18.1 and provided that the applicable conditions set forth in Section 2.11 4.2 hereof have been satisfied, the Issuing Lender Issuer shall, on the requested date, issue a Facility Letter of Credit on behalf of Borrowers the Borrower in accordance with the Issuing Lender’s Issuer's usual and customary business practices. In addition, any amendment of an existing Facility Letter of Credit shall be deemed to be an issuance of a new Facility Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender Issuer shall give the Agent prompt written notice of the issuance of any Facility Letter of Credit.

Procedure for Issuance. Prior to the issuance of each Facility Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers the Borrower shall deliver to the Issuing Lender Issuer (with a copy to the Agent) a Master Letter of Credit Reimbursement Agreement signed by the Borrowerssuch Borrower, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Facility Letter of Credit shall be reasonably satisfactory to the Issuing LenderIssuer. Except as provided in Section 2.13(B), each Each Facility Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers the Borrower to the Issuing Lender Issuer by facsimile transmissiontelecopy, telex or other electronic means followed by delivery of executed originals within five (5) days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B2.20.1(b), as the case may be, and shall specify therein (i) the stated amount of the Facility Letter of Credit requested, (ii) the effective date of issuance of such requested Facility Letter of Credit, which shall be a Business Day, (iii) the date on which such requested Facility Letter of Credit is to expire, which shall be a Business Day prior to September 1, 2002, (iv) the entity for whose benefit the requested Facility Letter of Credit is to be issued, which shall be the Borrower or a Borrower, Subsidiary (v) whether the requested Facility letter of Credit is a Standby Letter of Credit or Commercial Letter of Credit, and (vi) the aggregate amount of Facility Letter of Credit Obligations in respect of Standby Letters of Credit and Commercial Letters of Credit which are outstanding and which will be outstanding after giving effect to the requested Facility Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicableissuance. The delivery of the foregoing documents and information shall constitute an “"Issuance Request” " for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, 2.20.1 and provided that the applicable conditions set forth in Section 2.11 4.2 hereof have been satisfied, the Issuing Lender Issuer shall, on the requested date, issue a Facility Letter of Credit on behalf of Borrowers the Borrower in accordance with the Issuing Lender’s Issuer's usual and customary business practices. In addition, any amendment of an existing Facility Letter of Credit shall be deemed to be an issuance of a new Facility Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender Issuer shall give the Agent prompt written notice of the issuance of any Facility Letter of Credit.

Procedure for Issuance. Prior The Borrower shall give the Issuing Bank notice at least three Business Days prior to the requested issuance of each Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers shall deliver to the Issuing Lender (with a copy to Agent) a Master Letter of Credit Agreement signed by the Borrowers, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Letter of Credit shall be reasonably satisfactory to the Issuing Lender. Except as provided in Section 2.13(B), each Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers to the Issuing Lender by facsimile transmission, telex or other electronic means followed by delivery of executed originals within five days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B), as the case may be, and shall specify therein (i) the stated amount of the Letter of Credit requested, (ii) the effective date of issuance of such requested Letter of Credit, which shall be a Business Day, (iii) specifying the date on which such requested Letter of Credit is to expire, (iv) the entity for whose benefit the requested Letter of Credit is to be issued, specifying the currency in which shall be a Borrower, (v) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Letter of Credit issuance and (vi) that the requested such Letter of Credit is to be denominated (which shall be Dollars or an Alternative Currency) and the amount thereof, and describing the other terms of such Letter of Credit and the nature of the transactions to be supported thereby (such notice, including any such notice given in connection with the extension of a Cash Collateralized Letter of Credit, if applicablea "Notice of Issuance"). Upon receipt of a Notice of Issuance, the Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender of the contents thereof and of the amount of such Lender's participation in such Letter of Credit. The delivery issuance by the Issuing Bank of the foregoing documents and information shall constitute an “Issuance Request” for purposes each Letter of this Agreement. Subject Credit shall, in addition to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, and provided that the applicable conditions precedent set forth in Section 2.11 hereof have been satisfiedArticle IV, be subject to the Issuing Lender shall, on the requested date, issue a conditions precedent that such Letter of Credit on behalf of Borrowers shall be in accordance with such form and contain such terms as shall be satisfactory to the Issuing Lender’s usual Bank (consistent with its customary procedures and customary business practicespolicies for the issuance of letters of credit generally) and that the Borrower and (if other than the Borrower) the Company shall have executed and delivered such other instruments and agreements relating to such Letter of Credit as the Issuing Bank shall have reasonably requested. In additionThe Borrower shall also pay to the Issuing Bank for its own account issuance, drawing, amendment and extension charges in the amounts and at the times agreed between the Borrower and the Issuing Bank. The extension or renewal of any amendment of an existing Letter of Credit shall be deemed to be an issuance of a new such Letter of Credit. If any Letter of Credit and shall be subject contains a provision pursuant to the requirements set forth above. The Issuing Lender shall give Agent prompt written which it is automatically extended unless notice of termination is given by the issuance Issuing Bank, the Issuing Bank shall timely give such notice of any termination if a Stop Issuance Notice is in effect. No Letter of CreditCredit shall have a term extending or be so extendible beyond the fifth Business Day preceding the Termination Date.

Procedure for Issuance. Prior to the issuance of each Facility Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers the Borrower shall deliver to the Issuing Lender Issuer (with a copy to the Agent) a Master Letter of Credit Reimbursement Agreement signed by the BorrowersBorrower, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Facility Letter of Credit shall be reasonably satisfactory to the Issuing LenderIssuer. Except as provided in Section 2.13(B), each Each Facility Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers the Borrower to the Issuing Lender Issuer by facsimile transmissiontelecopy, telex or other electronic means followed by delivery of executed originals within five (5) days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(BSECTION 2.19.1(b), as the case may be, and shall specify therein (i) the stated amount of the Facility Letter of Credit requested, (ii) the effective date of issuance of such requested Facility Letter of Credit, which shall be a Business Day, (iii) the date on which such requested Facility Letter of Credit is to expire, which shall be a Business Day prior to the earlier of one (1) year from the effective date of such Facility Letter of Credit and the date five (5) Business Days prior to the Facility Termination Date, (iv) the entity for on whose benefit behalf the requested Facility Letter of Credit is to be issued, which shall be the Borrower or a BorrowerSubsidiary, (v) whether the requested Facility Letter of Credit is a Standby Letter of Credit or Commercial Letter of Credit, and (vi) the aggregate amount of Facility Letter of Credit Obligations in respect of Standby Letters of Credit and Commercial Letters of Credit which are outstanding and which will be outstanding after giving effect to the requested Facility Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicableissuance. The delivery of the foregoing documents and information shall constitute an “"Issuance Request” " for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, SECTION 2.19.1 and provided that the applicable conditions set forth in Section 2.11 SECTION 4.2 hereof have been satisfied, the Issuing Lender Issuer shall, on the requested date, issue a Facility Letter of Credit on behalf of Borrowers the Borrower in accordance with the Issuing Lender’s Issuer's usual and customary business practices. In addition, any amendment of an existing Facility Letter of Credit shall be deemed to be an issuance of a new Facility Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender Issuer shall give the Agent prompt written notice of the issuance of any Facility Letter of Credit.

Procedure for Issuance. (a) Prior to the issuance of each Facility ---------------------- Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers the Company shall deliver to the Issuing Lender (with Issuer a copy to Agent) a Master Letter of Credit Reimbursement Agreement signed by the BorrowersCompany, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Facility Letter of Credit shall be reasonably satisfactory to the Issuing LenderIssuer. Except It is understood that the form of Facility Letter of Credit attached hereto as provided Exhibit A is satisfactory to the --------- Issuer. In the event of any conflict between the terms of any Reimbursement Agreement and the terms of this Agreement or any other L/C Document, the terms of this Agreement or such L/C Document shall control. Upon receipt of a Reimbursement Agreement, the Issuer shall promptly notify the Agent, and the Agent shall promptly notify each Participant, of the contents thereof and of the amount of such Participant's participation in Section 2.13(B), each such proposed Facility Letter of Credit. Each Facility Letter of Credit shall be issued no earlier than two five (25) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers the Company to the Issuing Lender Issuer by facsimile transmission, telex telecopy or other electronic means followed by delivery of executed originals within five (5) days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B------- 2.1(b), as the case may be, and shall specify therein (i) the stated amount of the Facility Letter ------ of Credit requested, which shall not be less than $5,000,000, (ii) the effective date of issuance of such requested Facility Letter of Credit, which shall be a Business Day, (iii) the date on which such requested Facility Letter of Credit is to expire, which shall be a Business Day prior to the earlier to occur of (A) the one year anniversary of the date of issuance of such Facility Letter of Credit and (B) the one year anniversary of the Facility Termination Date, (iv) the entity for whose benefit account the requested Facility Letter of Credit is to be issued, which shall be a Borrowerthe Company, (v) the beneficiary to be named in the Facility Letter of Credit, and (vi) a list of outstanding Facility Letters of Credit (including the maturity and stated amount of each thereof), together with a statement of an Authorized Officer of the Company that, to the Company's knowledge, the aggregate amount of Facility Letter of Credit Obligations which are outstanding and which will would be outstanding after giving effect to the requested Facility Letter of Credit issuance and (vi) that would not exceed the requested Aggregate Facility Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicableCommitment. The delivery of the foregoing documents and information shall constitute an “"Issuance Request” " for purposes of this Agreement. Subject to the terms and ---------------- conditions of Section 2.13(A) or Section 2.13(B), as the case may be, 2.1 and provided that the applicable conditions set forth ----------- in Section 2.11 Sections 4.1 and 4.2 hereof have been satisfied, the Issuing Lender Issuer shall, on the -------------------- requested date, issue a Facility Letter of Credit on behalf of Borrowers the Company in accordance with the Issuing Lender’s Issuer's usual and customary business practices. (b) From time to time while a Facility Letter of Credit is outstanding and prior to the Facility Termination Date, the Issuer will, upon the written request of the Company received by the Issuer at least five days (or such shorter time as the Issuer may agree in a particular instance) prior to the proposed date of amendment, amend any Facility Letter of Credit issued by it. In addition, any Each such request for amendment of an existing a Facility Letter of Credit shall be deemed to be an issuance of a new in writing and shall specify: (i) the Facility Letter of Credit and to be amended; (ii) the proposed date of amendment of the Facility Letter of Credit (which shall be subject a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuer may require. The Issuer shall be under no obligation to amend any Facility Letter of Credit if: (x) the Issuer would have no obligation at such time to issue such Facility Letter of Credit in its amended form under the terms of this Agreement; or (y) the beneficiary of any such Facility Letter of Credit does not accept the proposed amendment to the requirements set forth above. The Issuing Lender shall give Agent prompt written notice of the issuance of any Facility Letter of Credit. (c) The Issuer and the Participants agree that, while a Facility Letter of Credit is outstanding and prior to the Facility Termination Date, at the option of the Company and upon the written request of the Company received by the Issuer at least forty-five days (or such shorter time as the Issuer may agree in a particular instance) prior to the termination date thereof, the Issuer shall be entitled to authorize the automatic renewal of any Facility Letter of Credit issued by it. Each such request for renewal of a Facility Letter of Credit shall be in writing and shall specify: (i) the Facility Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Facility Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Facility Letter of Credit (which shall not be more than 365 days after the earlier of the date of renewal and the Facility Termination Date); and (iv) such other matters as the Issuer may require. The Issuer shall be under no obligation so to renew any Facility Letter of Credit if: (x) the Issuer would have no obligation at such time to issue or amend such Facility Letter of Credit in its renewed form under the terms of this Agreement or (y) the beneficiary of any such Facility Letter of Credit does not accept the proposed renewal of the Facility Letter of Credit and, in any such case, the Issuer shall provide timely notice of nonrenewal to the beneficiary in accordance with the terms of such Facility Letter of Credit. If any outstanding Facility Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuer that such Facility Letter of Credit shall not be renewed, and if at the time of renewal the Issuer would be entitled to authorize the renewal of such Facility Letter of Credit in accordance with this Section 2.4(c) upon the request of the Company -------------- but the Issuer shall not have received a request from the Company with respect to such renewal or other written direction by the Company with respect thereto, the Issuer shall nonetheless be permitted (but not required) to allow such Facility Letter of Credit to renew unless the revised expiry date of the Facility Letter of Credit would be more than 365 days after the earlier of the date of renewal and the Facility Termination Date, and the Company and the Participants hereby authorize such renewal; provided that in the event the -------- Issuer shall not have received a request from the Company with respect to such renewal, the Issuer shall give a notice of nonrenewal with respect to any Facility Letter of Credit which has an expiry date later than the Facility Termination Date. In no event shall any Facility Letter of Credit have an expiry date (whether by amendment, renewal or other modification) which is more than 365 days from the Facility Termination Date.

Procedure for Issuance. Prior to the issuance of each Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers shall deliver to the Issuing Lender (with a copy to Agent) a Master Letter of Credit Reimbursement Agreement signed by the Borrowers, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Letter of Credit shall be reasonably satisfactory to the Issuing Lender. Except as provided in Section 2.13(B), each Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers to the Issuing Lender by facsimile transmission, telex or other electronic means followed by delivery of executed originals within five days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B), as the case may be, and shall specify therein (i) the stated amount of the Letter of Credit requested, (ii) the effective date of issuance of such requested Letter of Credit, which shall be a Business Day, (iii) the date on which such requested Letter of Credit is to expire, (iv) the entity for whose benefit the requested Letter of Credit is to be issued, which shall be a Borrower, (v) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicable. The delivery of the foregoing documents and information shall constitute an “Issuance Request” for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, and provided that the applicable conditions set forth in Section 2.11 hereof have been satisfied, the Issuing Lender shall, on the requested date, issue a Letter of Credit on behalf of Borrowers in accordance with the Issuing Lender’s usual and customary business practices. In addition, any amendment of an existing Letter of Credit shall be deemed to be an issuance of a new Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender shall give Agent prompt written notice of the issuance of any Letter of Credit.

Procedure for Issuance. Prior to the issuance of each Facility Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers the applicable Borrower shall deliver to the Issuing Lender Issuer an application and Reimbursement Agreement, substantially in the form of Exhibit C-1 or Exhibit C-2 hereto, as applicable (with a copy or in such other form as shall then represent the standard forms of the Issuer and as shall be reasonably acceptable to Agent) a Master Letter of Credit Agreement Group), signed by the Borrowerssuch Borrower, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Facility Letter of Credit shall be reasonably satisfactory to the Issuing LenderIssuer. Except as provided in Section 2.13(B), each Each Facility Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers the applicable Borrower to the Issuing Lender Issuer by facsimile transmissiontelecopy, telex or other electronic means means, followed by delivery of executed originals within five (5) days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B2.23.1(b), as the case may be, and shall specify therein (i) the stated amount of the Facility Letter of Credit requested, (ii) the effective date of issuance of such requested Facility Letter of Credit, which shall be a Business Day, (iii) the date on which such requested Facility Letter of Credit is to expire, which shall be a Business Day prior to the Revolving Loan Termination Date, and (iv) the entity account party for whose benefit the requested Facility Letter of Credit is to be issued, which shall be a Group or another Borrower, (v) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicable. The delivery of the foregoing documents and information shall constitute an “Issuance Request” a " Notice of Issuance" for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, 2.23.1 and provided that the applicable conditions set forth in Section 2.11 4.2 hereof have been satisfied, the Issuing Lender Issuer shall, on the requested date, issue a Facility Letter of Credit on behalf of Borrowers the applicable Borrower in accordance with the Issuing Lender’s Issuer's usual and customary business practices. In addition, any amendment of an existing Facility Letter of Credit shall be deemed to be an issuance of a new Facility Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender shall give Agent prompt written notice herein pursuant to a form of application acceptable to the issuance of any Letter of CreditIssuer.

Procedure for Issuance. Prior to the issuance of each Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers shall deliver to the Issuing Lender give Agent at least three (with a copy to Agent) a Master Letter of Credit Agreement signed by the Borrowers, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Letter of Credit shall be reasonably satisfactory to the Issuing Lender. Except as provided in Section 2.13(B), each Letter of Credit shall be issued no earlier than two (23) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers to the Issuing Lender by facsimile transmission, telex or other electronic means followed by delivery of executed originals within five days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(ADays’ irrevocable prior notice (effective upon receipt) or Section 2.13(B), as the case may be, and shall specify therein specifying (i) the stated amount of the Letter of Credit requested, Business Day (ii) the effective date of issuance of such requested Letter of Credit, which shall be a Business Day, no later than thirty (iii30) days preceding the date on which such requested Letter of Credit is to expire, (ivMaturity Date) the entity for whose benefit the requested each Letter of Credit is to be issued, issued and (ii) which shall Lender is to be a Borrower, (v) the aggregate amount Issuing Bank and describing in reasonable detail the proposed terms of such Letter of Credit Obligations which are outstanding (including its beneficiary) and which will the nature of the transactions or obligations proposed to be outstanding after giving effect to supported. On the requested Letter of Credit issuance and (vi) same day that the requested Letter Agent receives such notice for issuance of Credit is to be a Cash Collateralized Letter Letters of Credit, if applicable. The delivery of the foregoing documents and information Agent shall constitute an “Issuance Request” for purposes of this Agreement. Subject notify the Lender requested by the Borrowers to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, and provided that the applicable conditions set forth in Section 2.11 hereof have been satisfied, the Issuing Lender shall, on the requested date, issue a Letter of Credit on behalf and the other Lender or Lenders of receipt of such notice for issuance of Letters of Credit. If the Lender requested by the Borrowers in accordance with to issue the Issuing Lender’s usual and customary business practices. In addition, any amendment of an existing Letter of Credit is a Lender other than AmSouth, and such Lender declines to issue such Letter of Credit, or if the Borrowers fail to specify the Lender that is to issue the Letter of Credit, AmSouth shall issue the Letter of Credit requested by the Borrowers and shall be deemed the Issuing Bank with respect thereto. The Issuing Bank (whether the Lender requested by the Borrowers to be an issuance issue the Letter of a new Credit or AmSouth) shall issue the Letter of Credit and shall be subject will make available to the requirements set forth above. The Issuing Lender shall give Agent prompt written notice beneficiary thereof the original of the issuance of any such Letter of Credit, as directed by ALFA. ALFA shall be the account party for each Letter of Credit, including Letters of Credit issuable to a beneficiary having a claim or potential claim against a Subsidiary of ALFA.

Procedure for Issuance. Prior (a) The Funds Administrator may from time to time request the Agent to direct the issuance of each a Letter of CreditCredit by delivering to the Agent, with a copy to the applicable Issuing Bank, a Letter of Credit Request in the form of Exhibit C-2 to this Credit Agreement (a “Letter of Credit Request”), not later than 1:00 P.M. (New York City time) at least five (5) Business Days (or such shorter period as may be agreed to by the Agent and as the applicable Issuing Bank) in advance of the proposed date of issuance. Prior to date of issuance or in conjunction with the submission of a condition Letter of such issuanceCredit Request, including, without limitation any Cash Collateralized the Funds Administrator shall provide to the Agent and the applicable Issuing Bank a precise description of the format of the Letter of Credit or Post-Termination Letter of Credit, Borrowers shall deliver information and documents adequate to allow for the Issuing Lender (with a copy Bank to Agent) a Master prepare the requested Letter of Credit Agreement signed by and shall specify that the Borrowers, together with such other documents or items as may be required pursuant to only drawings permitted under the terms thereof, and the proposed form and content of such Letter of Credit shall be reasonably satisfactory sight drawings. The Issuing Bank shall not issue any Letter of Credit until it has received authorization to do so from the Agent. Promptly after the issuance or amendment of any standby Letter of Credit, the Issuing Bank shall notify the Agent and the Funds Administrator, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such issuance and amendment. Upon receipt of such notice, the Agent shall promptly notify the Lenders, in writing, of such issuance or amendment, and if so requested by a Lender the Agent shall provide such Lender with copies of such issuance or amendment. With regards to commercial Letters of Credit, the Issuing Bank shall on the first Business Day of each week, provide to the Issuing Lender. Except as provided in Section 2.13(B), Agent by facsimile a report detailing the daily aggregate outstanding commercial Letters of Credit for the previous week. (b) The transmittal by the Funds Administrator of each Letter of Credit Request shall be issued no earlier than two (2) Business Days after delivery deemed to be a representation and warranty made by each of the foregoing documentsBorrowers, which delivery may be by Borrowers to both at the Issuing Lender by facsimile transmission, telex or other electronic means followed by delivery time of executed originals within five days thereafter. The documents so delivered shall be in compliance with such transmittal and at the requirements set forth in Section 2.13(A) or Section 2.13(B), as the case may be, and shall specify therein (i) the stated amount time of the Letter of Credit requested, (ii) the effective date of issuance of such the requested Letter of Credit, which shall be a Business Day, (iii) that the date on which such requested Letter of Credit is to expire, (iv) the entity for whose benefit the requested Letter of Credit is to may be issued, which shall be a Borrower, (v) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicable. The delivery of the foregoing documents and information shall constitute an “Issuance Request” for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, and provided that the applicable conditions set forth in Section 2.11 hereof have been satisfied, the Issuing Lender shall, on the requested date, issue a Letter of Credit on behalf of Borrowers issued in accordance with the Issuing Lender’s usual and customary business practices. In addition, will not violate any amendment of an existing Letter of Credit shall be deemed to be an issuance of a new Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender shall give Agent prompt written notice of the issuance of any Letter of CreditSection 3.1.

Procedure for Issuance. (a) Prior to the issuance of each new Letter of Credit, Credit and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers the Borrower shall deliver to the Issuing Lender (with a copy to Agent) a Master Letter of Credit Agent a Reimbursement Agreement signed by the BorrowersBorrower, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Letter of Credit shall be reasonably satisfactory to the Issuing LenderLetter of Credit Agent. Except as provided in Section 2.13(B), each Each Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers the Borrower to the Issuing Lender Letter of Credit Agent by facsimile transmissiontelecopy, telex or other electronic means followed by delivery of executed originals within five (5) days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B2.1(b), as the case may be, and shall specify therein (ia) the stated amount of the Letter of Credit requested, (iib) the effective date of issuance of such requested Letter of Credit, which shall be a Business Day, (iiic) whether the date on which such requested Letter of Credit is to expire, (iv) the entity for whose benefit the requested Letter of Credit is to be issued, which shall be a Borrower, denominated in Dollars or Pounds and (vd) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicableissuance. The delivery of the foregoing documents and information shall constitute an “Issuance Request” for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, 2.1 and provided that the applicable conditions set forth in Section 2.11 4.2 hereof have been satisfied, the Issuing Lender Letter of Credit Agent (on behalf of the Lenders) shall, on the requested date, issue a Letter of Credit on behalf of Borrowers the Borrower in accordance with the Issuing LenderLetter of Credit Agent’s usual and customary business practices. In addition, any amendment of an existing Letter of Credit shall be deemed to be an issuance of a new Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender Administrative Agent shall give Agent the Lenders prompt written notice of the issuance of any Letter of Credit. (b) The Letter of Credit Agent is hereby authorized to execute and deliver each Letter of Credit and each amendment to a Letter of Credit on behalf of each Lender. The Letter of Credit Agent shall use the Applicable Percentage of each Lender under each Letter of Credit as its “Commitment”. The Letter of Credit Agent shall not amend any Letter of Credit to change the “Commitment” of a Lender or add or delete a Lender liable thereunder unless such amendment is done in connection with an assignment in accordance with Section 12.3. Each Lender hereby irrevocably constitutes and appoints the Letter of Credit Agent its true and lawful attorney-in-fact for and on behalf of such Lender with full power of substitution and revocation in its own name or in the name of the Letter of Credit Agent to issue, execute and deliver, as the case may be, each Letter of Credit and each amendment to a Letter of Credit and to carry out the purposes of this Agreement with respect to Letters of Credit. Upon request, each Lender shall execute such powers of attorney or other documents as any beneficiary of any Letter of Credit may reasonably request to evidence the authority of the Letter of Credit Agent to execute and deliver such Letter of Credit and any amendment or other modification thereto on behalf of the Lenders. (c) The Letter of Credit Agent shall act on behalf of the Lenders with respect to any Letters of Credit and the documents associated therewith, and the Letter of Credit Agent shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by the Letter of Credit Agent in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X includes the Letter of Credit Agent as with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Letter of Credit Agent.

Procedure for Issuance. Prior to the issuance of each Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers shall deliver to the Issuing Lender (with a copy to Administrative Agent) a Master Letter of Credit Agreement application signed by Borrowers, the form of which has been provided by Administrative Agent to Borrowers, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Letter of Credit shall be reasonably satisfactory to the Issuing Lender. Except as provided in Section 2.13(B), each Each Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers to the Issuing Lender by facsimile transmission, telex or other electronic means followed by delivery of executed originals within five days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B3.1(A), as the case may be, and shall specify therein (i) the stated amount of the Letter of Credit requested, (ii) the effective date of issuance of such requested Letter of Credit, which shall be a Business Day, (iii) the date on which such requested Letter of Credit is to expire, (iv) the entity for whose benefit the requested Letter of Credit is to be issued, which shall be a Borrower, Borrower and (v) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicableissuance. The delivery of the foregoing documents and information shall constitute an “Issuance Request” "ISSUANCE REQUEST" for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A3.1(A) or Section 2.13(B), as the case may be, and provided that the applicable conditions set forth in Section 2.11 6.1 hereof have been satisfied, the Issuing Lender shall, on the requested date, issue a Letter of Credit on behalf of Borrowers in accordance with the Issuing Lender’s 's usual and customary business practices. In addition, any amendment of an existing Letter of Credit shall be deemed to be an issuance of a new Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender shall give Administrative Agent prompt written notice of the issuance of any Letter of Credit.

Procedure for Issuance. Prior to (i) The Borrower shall give an Issuer and the Administrative Agent at least three Business Days’ prior written notice of any requested issuance of each Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Facility Letter of Credit or Post-Termination Letter of Credit, Borrowers shall deliver to the Issuing Lender under this Agreement (with a copy to Agent) a Master “Letter of Credit Agreement signed by the Borrowers, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Request”). The Letter of Credit shall be reasonably satisfactory to the Issuing Lender. Except as provided in Section 2.13(B), each Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers to the Issuing Lender by facsimile transmission, telex or other electronic means followed by delivery of executed originals within five days thereafter. The documents so delivered Request shall be in compliance with a form acceptable to the requirements set forth in Section 2.13(A) or Section 2.13(B)Administrative Agent, as the case may be, Issuer and the Borrower and shall specify therein specify: (iA) the stated amount of the Facility Letter of Credit requested, ; (iiB) the effective date (which day shall be a Business Day) of issuance of such requested Facility Letter of Credit, which shall be a Business Day, Credit (iiithe “Issuance Date”); (C) the date on which such requested Facility Letter of Credit is to expire, expire (ivwhich date shall comply with the provisions of Section 2.21(b)(iv)); (D) the entity for whose benefit name of the Issuer chosen by the Borrower to issue the requested Facility Letter of Credit; (E) the purpose for which such Facility Letter of Credit is to be issued, which shall be a Borrower, ; and (vF) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to Person for whose benefit the requested Letter of Credit issuance and (vi) that the requested Facility Letter of Credit is to be a Cash Collateralized issued. At the time the Letter of CreditCredit Request is made, if applicable. The delivery the Borrower shall also provide the Administrative Agent and the Issuer with a copy of the foregoing documents form (if specified by the beneficiary) of the Facility Letter of Credit it is requesting be issued. Such Letter of Credit Request, to be effective, must be received by such Issuer and information shall constitute an “Issuance Request” for purposes the Administrative Agent not later than 2:00 p.m. (Chicago time) on the last Business Day on which a Letter of Credit Request can be given under this Agreement. Section 2.21(c)(i). (ii) Subject to the terms and conditions of Section 2.13(A2.21(b) or Section 2.13(B), as the case may be, and provided that the applicable conditions set forth in Section 2.11 Sections 5.01 and 5.02 hereof have been satisfied, the Issuing Lender such Issuer shall, on the requested dateIssuance Date, issue a Facility Letter of Credit on behalf of Borrowers the Borrower in accordance with the Issuing LenderIssuer’s usual and customary business practices. In addition, any amendment of an existing practices unless the Issuer has actually received (A) written notice from the Borrower specifically revoking the Letter of Credit shall be deemed Request with respect to be an such Facility Letter of Credit, (B) written notice from a Facility A Lender, which complies with the provisions of Section 2.21(e)(i) or (C) written or telephonic notice from the Administrative Agent stating that the issuance of a new such Facility Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender would violate Section 2.21(b). (iii) Each Issuer shall give the Administrative Agent prompt and the Borrower written notice or telex notice, or telephonic notice confirmed promptly thereafter in writing, of the issuance of any a Facility Letter of Credit (the “Issuance Notice”), together with (for the Borrower and the Administrative Agent) a copy of such Facility Letter of Credit. Notices and copies of Facility Letters of Credit required to be furnished to the Administrative Agent under this Section 2.21(c)(iii) shall also be delivered to Bank One, NA, Global Trade Financing Unit, 000 Xxxxx Xxxxxxxxx, Xxxx Xxxxx XX0-0000, Xxxxxxx, XX 00000 (Attention: Xxxxxxxxx Deal). Upon receipt of the Issuance Notice, the Administrative Agent shall notify each Facility A Lender of the issuance of such Facility Letter of Credit, which notice shall identify the Issuance Date, the Issuer, the amount and the expiration date of such Facility Letter of Credit. (iv) An Issuer shall not extend or amend any Facility Letter of Credit or allow a Facility Letter of Credit to be automatically extended unless the requirements of this Section 2.21(c) are met as though a new Facility Letter of Credit was being requested and issued.

Procedure for Issuance. Prior The Borrower shall give the Issuing Bank notice at least three Business Days prior to the requested issuance of each Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized an Additional Letter of Credit or Post-Termination Letter of Credit, Borrowers shall deliver to the Issuing Lender (with a copy to Agent) a Master Letter of Credit Agreement signed by the Borrowers, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Letter of Credit shall be reasonably satisfactory to the Issuing Lender. Except as provided in Section 2.13(B), each Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers to the Issuing Lender by facsimile transmission, telex or other electronic means followed by delivery of executed originals within five days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B), as the case may be, and shall specify therein (i) the stated amount of the Letter of Credit requested, (ii) the effective date of issuance of such requested Letter of Credit, which shall be a Business Day, (iii) specifying the date on which such requested Letter of Credit is to expire, (iv) the entity for whose benefit the requested Additional Letter of Credit is to be issued, specifying the currency in which shall be a Borrower, (v) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Letter of Credit issuance and (vi) that the requested such Additional Letter of Credit is to be denominated (which shall be Dollars or an Alternative Currency) and the amount thereof, and describing the other terms of such Additional Letter of Credit and the nature of the transactions to be supported thereby (such notice, including any such notice given in connection with the extension of a Cash Collateralized Letter of Credit, if applicablea "Notice of Issuance"). Upon receipt of a Notice of Issuance, the Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender of the contents thereof and of the amount of such Lender's participation in such Additional Letter of Credit. The delivery issuance by the Issuing Bank of the foregoing documents and information shall constitute an “Issuance Request” for purposes each Additional Letter of this Agreement. Subject Credit shall, in addition to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, and provided that the applicable conditions precedent set forth in Section 2.11 hereof have been satisfiedArticle 4, be subject to the Issuing Lender shall, on the requested date, issue a conditions precedent that such Additional Letter of Credit on behalf of Borrowers shall be in accordance with such form and contain such terms as shall be satisfactory to the Issuing Lender’s usual Bank (consistent with its customary procedures and customary business practicespolicies for the issuance of letters of credit generally) and that the Borrower and (if other than the Borrower) the Company shall have executed and delivered such other instruments and agreements relating to such Additional Letter of Credit as the Issuing Bank shall have reasonably requested. In additionThe Borrower shall also pay to the Issuing Bank for its own account issuance, drawing, amendment and extension charges in the amounts and at the times agreed between the Borrower and the Issuing Bank. The extension or renewal of any amendment of an existing Letter of Credit shall be deemed to be an issuance of a new such Letter of Credit. If any Letter of Credit and shall be subject contains a provision pursuant to the requirements set forth above. The Issuing Lender shall give Agent prompt written which it is automatically extended unless notice of termination is given by the issuance Issuing Bank, the Issuing Bank shall timely give such notice of any termination if a Stop Issuance Notice is in effect. No Letter of CreditCredit shall have a term extending or be so extendible beyond the fifth Business Day preceding the Termination Date.

Procedure for Issuance. Prior to the issuance of each Facility Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers the Borrower shall deliver to the Issuing Lender Issuer (with a copy to the Agent) a Master Letter of Credit Reimbursement Agreement signed by the BorrowersBorrower, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Facility Letter of Credit shall be reasonably satisfactory to the Issuing LenderIssuer. Except as provided in Section 2.13(B), each Each Facility Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers the Borrower to the Issuing Lender Issuer by facsimile transmissiontelecopy, telex or other electronic means followed by delivery of executed originals within five (5) days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B2.19.1(b), as the case may be, and shall specify therein (i) the stated amount of the Facility Letter of Credit requested, (ii) the effective date of issuance of such requested Facility Letter of Credit, which shall be a Business Day, (iii) the date on which such requested Facility Letter of Credit is to expire, which shall be at least five (5) Business Days prior to the Facility Termination Date, (iv) the entity for whose benefit which the requested Facility Letter of Credit is to be issued, which shall be the Borrower or a BorrowerSubsidiary, and (v) the aggregate amount of Facility Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Facility Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicableissuance. The delivery of the foregoing documents and information shall constitute an “"Issuance Request” " for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, 2.19.1 and provided that the applicable conditions set forth in Section 2.11 4.2 hereof have been satisfied, the Issuing Lender Issuer shall, on the requested date, issue a Facility Letter of Credit on behalf of Borrowers the Borrower in accordance with the Issuing Lender’s Issuer's usual and customary business practices. In addition, any amendment of an existing Facility Letter of Credit shall be deemed to be an issuance of a new Facility Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender shall give Agent prompt written notice of the issuance of any Letter of Credit.forth

Procedure for Issuance. Prior to the issuance of each Facility Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers the applicable Borrower shall deliver to the Issuing Lender Issuer (with a copy to the Administrative Agent) a Master Letter of Credit Reimbursement Agreement signed by the Borrowerssuch Borrower, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Facility Letter of Credit shall be reasonably satisfactory to the Issuing LenderIssuer. Except as provided in Section 2.13(B), each Each Facility Letter of Credit shall be issued no earlier than two (2) Business Days (or on such other date as shall be agreed to by the Issuer and the applicable Borrower) after delivery of the foregoing documents, which delivery may be by Borrowers the applicable Borrower to the Issuing Lender Issuer by facsimile transmission, telex telecopy or other electronic means followed by delivery of executed originals within five (5) days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B2.18.1(b), as the case may be, and shall specify therein (i) the stated amount of the Facility Letter of Credit requested, (ii) the effective date of issuance of such requested Facility Letter of Credit, which shall be a Business Day, (iii) the date on which such requested Facility Letter of Credit is to expire, which shall be a Business Day prior to January 15, 2003, (iv) the entity for whose benefit the requested Facility Letter of Credit is to be issued, which shall be a BorrowerInternational or, subject to Section 2.1.4, Midas, (v) whether the requested Facility Letter of Credit is a Standby Letter of Credit or a Commercial Letter of Credit and (vi) the aggregate amount of Facility Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Facility Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicableissuance. The delivery of the foregoing documents and information shall constitute an “"Issuance Request” " for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, 2.18.1 and provided that the applicable conditions set forth in Section 2.11 4.2 hereof have been satisfied, the Issuing Lender Issuer shall, on the requested date, issue a Facility Letter of Credit on behalf of Borrowers the applicable Borrower in accordance with the Issuing Lender’s Issuer's usual and customary business practices. In addition, any amendment of an existing Facility Letter of Credit shall be deemed to be an issuance of a new Facility Letter of Credit and shall be subject to the requirements set forth aboveabove (other than the execution and delivery of a Reimbursement Agreement, if waived by the Issuer). The Issuing Lender Issuer shall give the Administrative Agent prompt written notice of the issuance of any each Facility Letter of Credit.

Procedure for Issuance. Prior to the issuance of each Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers the Borrower shall deliver to the Issuing Lender Letter of Credit Issuer (with a copy to the Administrative Agent) a Master Letter of Credit Reimbursement Agreement signed by the BorrowersBorrower, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Letter of Credit shall be reasonably satisfactory to the Issuing LenderLetter of Credit Issuer. Except as provided in Section 2.13(B), each Each Letter of Credit shall be issued no earlier than two one (21) Business Days Day after delivery of the foregoing documents, which delivery may be by Borrowers the Borrower to the Issuing Lender Letter of Credit Issuer by facsimile transmission, telex or other electronic means followed by delivery of executed originals within five (5) days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B2.18(a), as the case may be, and shall specify therein (i) the stated amount of the Letter of Credit requested, (ii) the effective date of issuance of such requested Letter of Credit, which shall be a Business Day, (iii) the date on which such requested Letter of Credit is to expire, (iv) the entity for whose benefit the requested Letter of Credit is to be issued, which shall be either Borrower or a Borrower, Subsidiary and (v) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicableissuance. The delivery of the foregoing documents and information shall constitute an “"Issuance Request” " for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A2.18(a) or Section 2.13(B), as the case may be, and provided that the applicable conditions set forth in Section 2.11 3.04 hereof have been satisfied, the Issuing Lender Letter of Credit Issuer shall, on the requested date, issue a Letter of Credit on behalf of Borrowers the Borrower in accordance with the Issuing Lender’s Letter of Credit Issuer's usual and customary business practices. In addition, any amendment of an existing Letter of Credit shall be deemed to be an issuance of a new Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender Letter of Credit Issuer shall give the Administrative Agent prompt written notice of the issuance of any Letter of Credit.

Procedure for Issuance. (a) The Funds Administrator may from time to time request the Agent to direct the issuance of a Letter of Credit by delivering to the Agent a request for the issuance of a Letter of Credit in the form of EXHIBIT F annexed hereto (the "LETTER OF CREDIT REQUEST") no later than 1:00 P.M. (New York City time) at least three (3) Business Days (or such shorter period as may be agreed to by the Agent and the applicable Issuing Bank requested to issue such Letter of Credit) in advance of the proposed date of issuance. Prior to the date of issuance of each Letter of Credit, the Funds Administrator shall provide to the Agent a precise description of the documents and as a condition the text of any certificate to be presented by the beneficiary of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Credit. Agent and the Issuing Bank shall have the right to make any changes to any format and text prior to the issuance of any Letter of Credit. In the event that the Agent, in its sole discretion, elects not to issue such Letter of Credit, Borrowers it shall deliver promptly so notify the Funds Administrator and the Funds Administrator may then submit the Letter of Credit Request to another Issuing Bank. If all Issuing Banks elect not to issue such Letter of Credit, then (i) in the case of a standby Letter of Credit, notwithstanding the prior election of Agent not to issue such Letter of Credit, Agent shall be the Issuing Lender (with a copy respect to Agent) a Master Letter of Credit Agreement signed by the Borrowers, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Letter of Credit and (ii) in the case of a commercial Letter of Credit, notwithstanding the prior election of Fleet National Bank ("FLEET") not to issue such Letter of Credit, Fleet shall be reasonably satisfactory to the Issuing Lender. Except as provided in Section 2.13(B)Lender with respect to such Letter of Credit, each notwithstanding the fact that the Letter of Credit shall be Obligations with respect to such Letter of Credit and with respect to all other Letters of Credit issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers to the Issuing Lender by facsimile transmission, telex Agent or other electronic means followed by delivery of executed originals within five days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B)Fleet, as the case may be, and when aggregated with such Lender's Revolving Utilization, may exceed such Lender's Revolving Loan Commitment then in effect. If any Issuing Bank shall specify therein (i) so request, the stated amount of Funds Administrator shall in addition to the Letter of Credit requestedRequest, (ii) submit to the effective date Issuing Bank such Issuing Bank's standard L/C Application; PROVIDED that in the event of a conflict between the covenants, terms and conditions of any such L/C Application and the covenants, terms and conditions of this Credit Agreement, the covenants, terms and conditions of this Credit Agreement shall govern. Promptly after the issuance of or amendment of any standby Letter of Credit, the Issuing Bank shall promptly notify the Agent and Funds Administrator, in writing, of such issuance or amendment, and such notice will be accompanied by a copy of such issuance or amendment. Promptly upon receipt of such notice, the Agent shall notify each other Lender of such issuance or amendment, and if so requested by any Lender, the Agent shall provide such Lender with a copy of such issuance or amendment. With regards to commercial Letters of Credit, each Issuing Lender shall on the first Business Day of each week furnish the Agent, as the case may be (with a copy to Borrowers), by facsimile, with a report of the daily aggregate outstanding commercial Letters of Credit issued by such Issuing Lender. (b) The transmittal by the Funds Administrator of each Letter of Credit Request shall be deemed to be a representation and warranty made by each of the Borrowers, both at the time of such transmittal and at the time of the issuance of the requested Letter of Credit, which shall be a Business Day, (iii) that the date on which such requested Letter of Credit is to expire, (iv) the entity for whose benefit the requested Letter of Credit is to may be issued, which shall be a Borrower, (v) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicable. The delivery of the foregoing documents and information shall constitute an “Issuance Request” for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, and provided that the applicable conditions set forth in Section 2.11 hereof have been satisfied, the Issuing Lender shall, on the requested date, issue a Letter of Credit on behalf of Borrowers issued in accordance with the Issuing Lender’s usual and customary business practices. In addition, will not violate any amendment of an existing Letter of Credit shall be deemed to be an issuance of a new Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender shall give Agent prompt written notice of the issuance of any Letter of CreditSECTION 3.1.

Procedure for Issuance. Prior to the issuance of each Facility ----------------------- Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers the Borrower shall deliver to the Issuing Lender Issuer (with a copy to the Agent) a Master Letter of Credit Reimbursement Agreement signed by the BorrowersBorrower, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Facility Letter of Credit shall be reasonably satisfactory to the Issuing LenderIssuer. Except as provided in Section 2.13(B), each Each Facility Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers the Borrower to the Issuing Lender Issuer by facsimile transmissiontelecopy, telex or other electronic means followed by delivery of executed originals within five (5) days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B------- 2.19.1 (b), as the case may be, and shall specify therein (i) the stated amount of the Facility --------- Letter of Credit requested, (ii) the effective date of issuance of such requested Facility Letter of Credit, which shall be a Business Day, (iii) the date on which such requested Facility Letter of Credit is to expire, which shall be a Business Day prior to the date five (5) Business Days prior to the Facility Termination Date, (iv) the entity for whose benefit the requested Facility Letter of Credit is to be issued, which shall be the Borrower or a BorrowerSubsidiary, and (v) the aggregate amount of Facility Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Facility Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicableissuance. The delivery of the foregoing documents and information shall constitute an “"Issuance Request” " for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, 2.19.1 and provided -------------- -------- that the applicable conditions set forth in Section 2.11 4.2 hereof have been ------------ satisfied, the Issuing Lender Issuer shall, on the requested date, issue a Facility Letter of Credit on behalf of Borrowers the Borrower in accordance with the Issuing Lender’s Issuer's usual and customary business practices. In addition, any amendment of an existing Facility Letter of Credit shall be deemed to be an issuance of a new Facility Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender Issuer shall give the Agent prompt written notice of the issuance of any Facility Letter of Credit.

Procedure for Issuance. Prior to (i) The Borrower shall give an Issuer and the Administrative Agent at least three Business Days’ prior written notice of any requested issuance of each Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Facility Letter of Credit or Post-Termination Letter of Credit, Borrowers shall deliver to the Issuing Lender under this Agreement (with a copy to Agent) a Master “Letter of Credit Agreement signed by the Borrowers, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Request”). The Letter of Credit shall be reasonably satisfactory to the Issuing Lender. Except as provided in Section 2.13(B), each Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers to the Issuing Lender by facsimile transmission, telex or other electronic means followed by delivery of executed originals within five days thereafter. The documents so delivered Request shall be in compliance with a form acceptable to the requirements set forth in Section 2.13(A) or Section 2.13(B)Administrative Agent, as the case may be, Issuer and the Borrower and shall specify therein specify: (iA) the stated amount of the Facility Letter of Credit requested, ; (iiB) the effective date (which day shall be a Business Day) of issuance of such requested Facility Letter of Credit, which shall be a Business Day, Credit (iiithe “Issuance Date”); (C) the date on which such requested Facility Letter of Credit is to expire, expire (ivwhich date shall comply with the provisions of Section 2.18(b)(iv)); (D) the entity for whose benefit name of the Issuer chosen by the Borrower to issue the requested Facility Letter of Credit; (E) the purpose for which such Facility Letter of Credit is to be issued, which shall be a Borrower, ; and (vF) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to Person for whose benefit the requested Letter of Credit issuance and (vi) that the requested Facility Letter of Credit is to be a Cash Collateralized issued. At the time the Letter of CreditCredit Request is made, the Borrower shall also provide the Administrative Agent and the Issuer with a copy of the form (if specified by the beneficiary) of the Facility Letter of Credit it is requesting be issued. Such Letter of Credit Request, to be effective, must be received by such Issuer and the Administrative Agent not later than 3:00 p.m. (New York time) on the last Business Day on which a Letter of Credit Request can be given under this Section 2.18(c)(i). Promptly after receipt of any Letter of Credit Request, the Issuer shall confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Request from the Borrower and, if applicable. The delivery of not, the foregoing documents and information Issuer shall constitute an “Issuance Request” for purposes of this Agreement. promptly provide the Administrative Agent with a copy thereof. (ii) Subject to the terms and conditions of Section 2.13(A2.18(b) or Section 2.13(B), as the case may be, and provided that (A) the applicable conditions set forth in Section 2.11 Sections 5.01 and 5.02 hereof have been satisfiedsatisfied and (B) the Issuer shall have received written or telephonic notice from the Administrative Agent stating that the issuance of such Facility Letter of Credit would not violate Section 2.18(b), the Issuing Lender such Issuer shall, on the requested dateIssuance Date, issue a Facility Letter of Credit on behalf of Borrowers the Borrower in accordance with the Issuing LenderIssuer’s usual and customary business practices. In addition, any amendment of an existing practices unless the Issuer has actually received (1) written notice from the Borrower specifically revoking the Letter of Credit shall be deemed Request with respect to be an issuance of a new such Facility Letter of Credit or (2) written notice from a Lender, which complies with the provisions of Section 2.18(e)(i). (iii) Each Issuer shall promptly give the Administrative Agent and shall the Borrower written notice or telex notice, or telephonic notice confirmed promptly thereafter in writing, of the issuance, amendment, extension of cancellation of a Facility Letter of Credit (the “Issuance Notice”), together with (for the Borrower and the Administrative Agent) a copy of such Facility Letter of Credit (or amendment or extension thereof). Notices and copies of Facility Letters of Credit (or amendments or extensions thereof) required to be subject furnished to the requirements set forth aboveAdministrative Agent under this Section 2.18(c)(iii) shall also be delivered to Xxxxx Xxxxxxxxx, 000 Xxxx Xxx Xxxxx, Xxxxx 2, Mail Code IL1-0236, Xxxxxxx, XX 00000. The Issuing Lender shall give Agent prompt written notice Upon receipt of the issuance Issuance Notice, the Administrative Agent shall notify each Lender of any the issuance, amendment, extension or cancellation of such Facility Letter of Credit, which notice shall identify the Issuance Date, the Issuer, the amount and the expiration date of such Facility Letter of Credit (as amended or extended, if applicable). (iv) An Issuer shall not extend or amend any Facility Letter of Credit or allow a Facility Letter of Credit to be automatically extended unless the requirements of this Section 2.18(c) are met as though a new Facility Letter of Credit was being requested and issued.

Procedure for Issuance. Prior to the issuance of each Facility ------------------------ Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers the Borrower shall deliver to the Issuing Lender Issuer (with a copy to the Administrative Agent) a Master Letter of Credit Reimbursement Agreement signed by the BorrowersBorrower, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Facility Letter of Credit shall be reasonably satisfactory to the Issuing LenderIssuer. Except as provided in Section 2.13(B), each Each Facility Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers the Borrower to the Issuing Lender Issuer by facsimile transmissiontelecopy, telex or other electronic means followed by delivery of executed originals within five (5) days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B2.19.1(b), as the case may be, and shall specify therein (i) the stated amount of the ----------------- Facility Letter of Credit requested, (ii) the effective date of issuance of such requested Facility Letter of Credit, which shall be a Business Day, (iii) the date on which such requested Facility Letter of Credit is to expire, which shall be a Business Day prior to the date five (5) Business Days prior to the Facility Termination Date, (iv) the entity for whose benefit the requested Facility Letter of Credit is to be issued, which shall be the Borrower or a BorrowerSubsidiary, and (v) the aggregate amount of Facility Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Facility Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicableissuance. The delivery of the foregoing documents and information shall constitute an “"Issuance Request” " for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, 2.19.1 and provided -------------- -------- that the applicable conditions set forth in Section 2.11 4.2 hereof have been ------------ satisfied, the Issuing Lender Issuer shall, on the requested date, issue a Facility Letter of Credit on behalf of Borrowers the Borrower in accordance with the Issuing Lender’s Issuer's usual and customary business practices. In addition, any amendment of an existing Facility Letter of Credit shall be deemed to be an issuance of a new Facility Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender Issuer shall give the Administrative Agent prompt written notice of the issuance of any Facility Letter of Credit.

Procedure for Issuance. Prior (a) The Borrower may from time to time but not later than thirty (30) days prior to the Expiration Date request the issuance of each Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers shall deliver by delivering to the Issuing Lender Bank (with a copy to the Agent), not later than 1:00 P.M. (New York City time) at least three (3) Business Days (or such shorter period as may be acceptable to the Issuing Bank) prior to the proposed date of issuance or amendment of a Master Letter of Credit Agreement signed Request in the form of Exhibit F (each, a “Letter of Credit Request”) or an electronic equivalent in accordance with the applicable Issuing Bank’s electronic letter of credit issuance and management system (each, an “Electronic Letter of Credit Request”). Each Letter of Credit Request must be accompanied by a precise description of the documents and the text of any certificate to be presented by the Borrowers, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content beneficiary of such Letter of Credit shall be reasonably satisfactory to against which the Issuing LenderBank would be required to make payment under the applicable Letter of Credit. Except as provided in Section 2.13(B)If so requested by the Issuing Bank, each Letter of Credit Request shall be issued no earlier than two (2) Business Days after delivery accompanied by such Issuing Bank’s executed form of L/C Application; provided, however, that in the foregoing documentsevent of any conflicts between the terms and conditions of any L/C Application and the terms and conditions of this agreement, which delivery may be by Borrowers the terms and conditions of this agreement shall govern. The Issuing Bank is not obligated to issue any Letter of Credit unless it agrees to the Issuing Lender by facsimile transmission, telex or other electronic means followed by delivery of executed originals within five days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B), as the case may be, and shall specify therein (i) the stated amount format of the Letter of Credit. The Issuing Bank shall not issue any Letter of Credit requestedunless it has requested and received authorization to do so from the Agent, which authorization may be provided by releasing any applicable Electronic Letter of Credit Request previously received by it from the applicable Issuing Bank. Promptly upon receipt of any such request, the Agent shall either notify the applicable Issuing Bank of its approval thereof or notify the Borrower that such request has been declined. Promptly after the issuance, amendment, expiration or termination of a standby Letter of Credit, the Issuing Bank shall notify the Borrower and the Agent, in writing, of such issuance, amendment, expiration or termination and the notice shall be accompanied by a copy of the issuance or amendment. Promptly upon receipt of such notice, the Agent shall notify each Lender, in writing, of such issuance or amendment and if so requested by a Lender the Agent shall provide such Lender with a copy of such issuance or amendment. In the case of commercial Letters of Credit (iiother than commercial Letters of Credit for which the applicable Electronic Letter of Credit Request has been authorized by the Agent), the Issuing Bank shall on the first Business Day of each week furnish the Agent, by facsimile, with a report detailing the daily aggregate commercial Letter of Credit outstanding for such Issuing Bank during the previous week. (b) The transmittal by the effective date Borrower of each Letter of Credit Request shall be deemed to be a representation and warranty made by the Borrower, both at the time of such transmittal and at the time of the issuance of such the requested Letter of Credit, which shall be a Business Day, (iii) that the date on which such requested Letter of Credit is to expire, (iv) the entity for whose benefit the requested Letter of Credit is to may be issued, which shall be a Borrower, (v) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicable. The delivery of the foregoing documents and information shall constitute an “Issuance Request” for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, and provided that the applicable conditions set forth in Section 2.11 hereof have been satisfied, the Issuing Lender shall, on the requested date, issue a Letter of Credit on behalf of Borrowers issued in accordance with the Issuing Lender’s usual and customary business practices. In addition, will not violate any amendment of an existing Letter of Credit shall be deemed to be an issuance of a new Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender shall give Agent prompt written notice of the issuance of Section 3.1 or any Letter of Creditother provision hereof.

Procedure for Issuance. Prior to (a) The Borrower shall give the Issuer at least five Business Days' prior written notice of any requested issuance of each Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Facility Letter of Credit or Post-Termination Letter (any such notice, which shall be substantially in the form of Credit, Borrowers shall deliver to the Issuing Lender (with Exhibit "I," a copy to Agent) a Master "Letter of Credit Agreement signed by the Borrowers, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Letter of Credit Request"). Such notice shall be reasonably satisfactory to the Issuing Lender. Except as provided in Section 2.13(B), each Letter of Credit shall be issued no earlier than two specify: (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers to the Issuing Lender by facsimile transmission, telex or other electronic means followed by delivery of executed originals within five days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B), as the case may be, and shall specify therein (i1) the stated amount of the Facility Letter of Credit requested, requested (iiwhich shall not be less than $500,000); (2) the effective date of issuance of such requested Letter of Credit, (which shall be a Business Day, ) of issuance of such requested Facility Letter of Credit (iiithe "Issuance Date"); (3) the date on which such requested Facility Letter of Credit is to expire, expire (ivwhich shall be a Business Day and shall comply with the provisions of Section 2.17.2(d)); (4) the entity purpose for whose benefit the requested which such Facility Letter of Credit is to be issued, which shall be a Borrower, ; and (v5) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to Person for whose benefit the requested Letter of Credit issuance and (vi) that the requested Facility Letter of Credit is to be issued. At the time a Cash Collateralized Letter of CreditCredit Request is made, if applicable. The delivery the Borrower shall also provide the Administrative Agent and the Issuer with a copy of the foregoing documents form of the Facility Letter of Credit it is requesting be issued. Such Letter of Credit Request, to be effective, must be received by the Issuer and information shall constitute an “Issuance Request” for purposes the Administrative Agent not later than 2:00 p.m. (Chicago time) on the last Business Day on which such Letter of Credit Request can be given under this Agreement. Section 2.17.3(a). (b) Subject to the terms and conditions of this Section 2.13(A) or Section 2.13(B), as the case may be, 2.17 and provided that the applicable conditions set forth in Section 2.11 4.3 hereof have been satisfied, the Issuing Lender Issuer shall, on the requested dateIssuance Date, issue a Facility Letter of Credit on behalf of Borrowers the Borrower in accordance with the Issuing Lender’s Issuer's usual and customary business practices. In addition, any amendment of an existing practices unless the Issuer has actually received (i) written notice from the Borrower specifically revoking the Letter of Credit shall be deemed Request with respect to be an such Facility Letter of Credit, (ii) written notice from a Lender, which complies with the provisions of Section 2.17.5(a) or (iii) written or telephonic notice from the Administrative Agent stating that the issuance of a new such Facility Letter of Credit and shall be subject to the requirements set forth above. would violate Section 2.17.2. (c) The Issuing Lender Issuer shall give the Administrative Agent prompt and the Borrower written notice, or telephonic notice confirmed promptly in writing, of the issuance of any a Facility Letter of CreditCredit (an "Issuance Notice"). (d) The Issuer shall not extend or amend any Facility Letter of Credit or allow a Facility Letter of Credit to be automatically extended unless the requirements of this Section 2.17.3 are met as though a new Facility Letter of Credit were being requested and issued.

Procedure for Issuance. Prior (a) The Funds Administrator may from time to time request the Agent to direct the issuance of each a Letter of CreditCredit by delivering to the Agent, with a copy to the applicable Issuing Bank, a Letter of Credit Request in the form of EXHIBIT C-2 to this Credit Agreement, not later than 1:00 P.M (New York City time) at least five (5) Business Days (or such shorter period as may be agreed to by the Agent and as the applicable Issuing Bank) in advance of the proposed date of issuance. Prior to date of issuance or in conjunction with the submission of a condition Letter of such issuanceCredit Request, including, without limitation any Cash Collateralized the Funds Administrator shall provide to the Agent and the applicable Issuing Bank a precise description of the format of the Letter of Credit or Post-Termination Letter of Credit, Borrowers shall deliver information and documents adequate to allow for the Issuing Lender (with a copy Bank to Agent) a Master prepare the requested Letter of Credit Agreement signed by and shall specify that the Borrowers, together with such other documents or items as may be required pursuant to only drawings permitted under the terms thereof, and the proposed form and content of such Letter of Credit shall be reasonably satisfactory sight drawings. The Issuing Bank shall not issue any Letter of Credit until it has received authorization to do so from the Agent. Promptly after the issuance or amendment of any standby Letter of Credit, the Issuing Bank shall notify the Agent and the Funds Administrator, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such issuance and amendment. Upon receipt of such notice, the Agent shall promptly notify the Lenders, in writing, of such issuance or amendment, and if so requested by a Lender the Agent shall provide such Lender with copies of such issuance or amendment. With regards to commercial Letters of Credit, the Issuing Bank shall on the first Business Day of each week, provide to the Issuing Lender. Except as provided in Section 2.13(B), Agent by facsimile a report detailing the daily aggregate outstanding commercial Letters of Credit for the previous week. (b) The transmittal by the Funds Administrator of each Letter of Credit Request shall be issued no earlier than two (2) Business Days after delivery deemed to be a representation and warranty made by each of the foregoing documentsBorrowers, which delivery may be by Borrowers to both at the Issuing Lender by facsimile transmission, telex or other electronic means followed by delivery time of executed originals within five days thereafter. The documents so delivered shall be in compliance with such transmittal and at the requirements set forth in Section 2.13(A) or Section 2.13(B), as the case may be, and shall specify therein (i) the stated amount time of the Letter of Credit requested, (ii) the effective date of issuance of such the requested Letter of Credit, which shall be a Business Day, (iii) that the date on which such requested Letter of Credit is to expire, (iv) the entity for whose benefit the requested Letter of Credit is to may be issued, which shall be a Borrower, (v) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicable. The delivery of the foregoing documents and information shall constitute an “Issuance Request” for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, and provided that the applicable conditions set forth in Section 2.11 hereof have been satisfied, the Issuing Lender shall, on the requested date, issue a Letter of Credit on behalf of Borrowers issued in accordance with the Issuing Lender’s usual and customary business practices. In addition, will not violate any amendment of an existing Letter of Credit shall be deemed to be an issuance of a new Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender shall give Agent prompt written notice of the issuance of any Letter of CreditSECTION 3.1.

Procedure for Issuance. Prior to the issuance of each Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers shall deliver to the Issuing Lender (with a copy to the Agent) a Master Letter of Credit Reimbursement Agreement signed by the Borrowers, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Letter of Credit shall be reasonably satisfactory to the Issuing Lender. Except as provided in Section 2.13(B), each Each Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers to the Issuing Lender by facsimile transmission, telex or other electronic means followed by delivery of executed originals within five days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B), as the case may be, and shall specify therein (i) the stated amount of the Letter of Credit requested, (ii) the effective date of issuance of such requested Letter of Credit, which shall be a Business Day, (iii) the date on which such requested Letter of Credit is to expire, (iv) the entity for whose benefit the requested Letter of Credit is to be issued, which shall be a Borrower, Borrower and (v) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicableissuance. The delivery of the foregoing documents and information shall constitute an “Issuance Request” "ISSUANCE REQUEST" for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, and provided that the applicable conditions set forth in Section 2.11 hereof have been satisfied, the Issuing Lender shall, on the requested date, issue a Letter of Credit on behalf of Borrowers in accordance with the Issuing Lender’s 's usual and customary business practices. In addition, any amendment of an existing Letter of Credit shall be deemed to be an issuance of a new Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender shall give the Agent prompt written notice of the issuance of any Letter of Credit.

Procedure for Issuance. Prior to the (i0 The Borrower shall give an Issuer at least three Business Days' prior written notice of any requested issuance of each Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Facility Letter of Credit or Post-Termination Letter of Credit, Borrowers shall deliver to the Issuing Lender under this Agreement (with a copy to Agent) a Master "Letter of Credit Agreement signed by the Borrowers, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Letter of Credit Request"). Such notice shall be reasonably satisfactory to the Issuing Lender. Except as provided in Section 2.13(B), each Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers to the Issuing Lender by facsimile transmission, telex or other electronic means followed by delivery of executed originals within five days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B), as the case may be, irrevocable and shall specify therein specify: (iA) the stated amount of the Facility Letter of Credit requestedrequested (which stated amount shall not be less than $1,000,000), PROVIDED, HOWEVER, that up to five Facility Letters of Credit issued in any twelve-month period may have a stated amount of less than $1,000,000 each; (iiB) the effective date (which day shall be a Business Day) of issuance of such requested Facility Letter of Credit, which shall be a Business Day, Credit (iiithe "Issuance Date"); (C) the date on which such requested Facility Letter of Credit is to expire, expire (ivwhich date shall be a Business Day and shall comply with the provisions of Section 2.17(b)(iii)); (D) the entity for whose benefit name of the Issuer chosen by the Borrower to issue the requested Facility Letter of Credit; (E) the purpose for which such Facility Letter of Credit is to be issued, which shall be a Borrower, ; and (vF) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to Person for whose benefit the requested Letter of Credit issuance and (vi) that the requested Facility Letter of Credit is to be a Cash Collateralized issued. At the time the Letter of CreditCredit Request is made, if applicable. The delivery the Borrower shall also provide the Agent and the Issuer with a copy of the foregoing documents form (if specified by the beneficiary) of the Facility Letter of Credit it is requesting be issued. Such Letter of Credit Request, to be effective, must be received by such Issuer and information shall constitute an “Issuance Request” for purposes the Agent not later than 2:00 p.m. (Chicago time) on the last Business Day on which a Letter of Credit Request can be given under this AgreementSection 2.17(c)(i). (ii0 Subject to the terms and conditions of this Section 2.13(A) or Section 2.13(B), as the case may be, 2.17 and provided that the applicable conditions set forth in Section 2.11 Sections 5.01 and 5.02 hereof have been satisfied, the Issuing Lender such Issuer shall, on the requested dateIssuance Date, issue a Facility Letter of Credit on behalf of Borrowers the Borrower in accordance with the Issuing Lender’s Issuer's usual and customary business practices. In addition, any amendment of an existing practices unless the Issuer has actually received (a) written notice from the Borrower specifically revoking the Letter of Credit shall be deemed Request with respect to be an such Facility Letter of Credit, (b) written notice from a Lender, which complies with the provisions of Section 2.17(e)(i) or (c) written or telephonic notice from the Agent stating that the issuance of a new such Facility Letter of Credit and shall be subject to the requirements set forth abovewould violate Section 2.17(b). The Issuing Lender (iii0 Each Issuer shall give the Agent prompt and the Borrower written or telex notice, or telephonic notice confirmed promptly thereafter in writing, of the issuance of any a Facility Letter of Credit (the "Issuance Notice"), together with (for the Borrower and the Agent) a copy of such Facility Letter of Credit.

Procedure for Issuance. Prior to the issuance of each new Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers the Borrower shall deliver to the Issuing Lender Issuer (with a copy to the Agent) a Master Letter of Credit Reimbursement Agreement signed by the BorrowersBorrower, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Letter of Credit shall be reasonably satisfactory to the Issuing LenderIssuer. Except as provided in Section 2.13(B), each Each Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers the Borrower to the Issuing Lender Issuer by facsimile transmissiontelecopy, telex or other electronic means followed by delivery of executed originals within five (5) days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B3.1(b), as the case may be, and shall specify therein (ia) the stated amount of the Letter of Credit requested, (iib) the effective date of issuance of such requested Letter of Credit, which shall be a Business Day, (iiic) the date on which such requested Letter of Credit is to expire, which shall be no later than five years from the date of issuance of such Letter of Credit, (ivd) whether the entity for whose benefit the requested Letter of Credit is to be issueddenominated in Dollars or Pounds, which shall be a Borrower, and (ve) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicableissuance. The delivery of the foregoing documents and information shall constitute an “"Issuance Request” " for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, and provided that the applicable conditions set forth in Section 2.11 hereof have been satisfied, the Issuing Lender shall, on the requested date, issue a Letter of Credit on behalf of Borrowers in accordance with the Issuing Lender’s usual and customary business practices. In addition, any amendment of an existing Letter of Credit shall be deemed to be an issuance of a new Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender shall give Agent prompt written notice of the issuance of any Letter of Credit.of

Procedure for Issuance. Prior to the issuance of each Facility Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers the Borrower shall deliver to the Issuing Lender (with a copy to the Agent) a Master Letter of Credit Reimbursement Agreement signed by the BorrowersBorrower, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Facility Letter of Credit shall be reasonably satisfactory to the Issuing Lender. Except as provided in Section 2.13(B), each Each Facility Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers the Borrower to the Issuing Lender by facsimile transmissiontelecopy, telex or other electronic means followed by delivery of executed originals within five days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B2.18.1(b), as the case may be, and shall specify therein (i) the stated amount of the Facility Letter of Credit requested, (ii) the effective date of issuance of such requested Facility Letter of Credit, which shall be a Business Day, (iii) the date on which such requested Facility Letter of Credit is to expire, which shall be a Business Day prior to November 30, 2005, (iv) the entity for whose benefit the requested Facility Letter of Credit is to be issued, which shall be a Borrower, the Borrower and (v) the aggregate amount of Facility Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Facility Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicableissuance. The delivery of the foregoing documents and information shall constitute an “"Issuance Request” " for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, 2.18.1 and provided that the applicable conditions set forth in Section 2.11 hereof 4.3 have been satisfied, the Issuing Lender shall, on the requested date, issue a Facility Letter of Credit on behalf of Borrowers the Borrower in accordance with the Issuing Lender’s 's usual and customary business practices. In addition, any amendment of an existing Facility Letter of Credit shall be deemed to be an issuance of a new Facility Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender shall give the Agent prompt written notice of the issuance of any Facility Letter of Credit.

Procedure for Issuance. Prior to (i) The Borrower shall give an Issuer and the Administrative Agent at least three Business Days’ prior written notice of any requested issuance of each Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Facility Letter of Credit or Post-Termination Letter of Credit, Borrowers shall deliver to the Issuing Lender under this Agreement (with a copy to Agent) a Master “Letter of Credit Agreement signed by the Borrowers, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Request”). The Letter of Credit shall be reasonably satisfactory to the Issuing Lender. Except as provided in Section 2.13(B), each Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers to the Issuing Lender by facsimile transmission, telex or other electronic means followed by delivery of executed originals within five days thereafter. The documents so delivered Request shall be in compliance with a form acceptable to the requirements set forth in Section 2.13(A) or Section 2.13(B)Administrative Agent, as the case may be, Issuer and the Borrower and shall specify therein specify: (iA) the stated amount of the Facility Letter of Credit requested, ; (iiB) the effective date (which day shall be a Business Day) of issuance of such requested Facility Letter of Credit, which shall be a Business Day, Credit (iiithe “Issuance Date”); (C) the date on which such requested Facility Letter of Credit is to expire, expire (ivwhich date shall comply with the provisions of Section 2.18(b)(iv)); (D) the entity for whose benefit name of the Issuer chosen by the Borrower to issue the requested Facility Letter of Credit; (E) the purpose for which such Facility Letter of Credit is to be issued, which shall be a Borrower, ; and (vF) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to Person for whose benefit the requested Letter of Credit issuance and (vi) that the requested Facility Letter of Credit is to be a Cash Collateralized issued. At the time the Letter of CreditCredit Request is made, the Borrower shall also provide the Administrative Agent and the Issuer with a copy of the form (if specified by the beneficiary) of the Facility Letter of Credit it is requesting be issued. Such Letter of Credit Request, to be effective, must be received by such Issuer and the Administrative Agent not later than 2:00 p.m. (Chicago time) on the last Business Day on which a Letter of Credit Request can be given under this Section 2.18(c)(i). Promptly after receipt of any Letter of Credit Request, the Issuer shall confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Request from the Borrower and, if applicable. The delivery of not, the foregoing documents and information Issuer shall constitute an “Issuance Request” for purposes of this Agreement. promptly provide the Administrative Agent with a copy thereof. (ii) Subject to the terms and conditions of Section 2.13(A2.18(b) or Section 2.13(B), as the case may be, and provided that (A) the applicable conditions set forth in Section 2.11 Sections 5.01 and 5.02 hereof have been satisfiedsatisfied and (B) the Issuer shall have received written or telephonic notice from the Administrative Agent stating that the issuance of such Facility Letter of Credit would not violate Section 2.18(b), the Issuing Lender such Issuer shall, on the requested dateIssuance Date, issue a Facility Letter of Credit on behalf of Borrowers the Borrower in accordance with the Issuing LenderIssuer’s usual and customary business practices. In addition, any amendment of an existing practices unless the Issuer has actually received (1) written notice from the Borrower specifically revoking the Letter of Credit shall be deemed Request with respect to be an issuance of a new such Facility Letter of Credit or (2) written notice from a Lender, which complies with the provisions of Section 2.18(e)(i). (iii) Each Issuer shall promptly give the Administrative Agent and shall the Borrower written notice or telex notice, or telephonic notice confirmed promptly thereafter in writing, of the issuance, amendment, extension of cancellation of a Facility Letter of Credit (the “Issuance Notice”), together with (for the Borrower and the Administrative Agent) a copy of such Facility Letter of Credit (or amendment or extension thereof). Notices and copies of Facility Letters of Credit (or amendments or extensions thereof) required to be subject furnished to the requirements set forth aboveAdministrative Agent under this Section 2.18(c)(iii) shall also be delivered to Xxxxxx Xx Xxxxxx, 420 West Van Buren, Floor 7, Mail Code IL1-0236, Xxxxxxx, XX 00000-0000. The Issuing Lender shall give Agent prompt written notice Upon receipt of the issuance Issuance Notice, the Administrative Agent shall notify each Lender of any the issuance, amendment, extension or cancellation of such Facility Letter of Credit, which notice shall identify the Issuance Date, the Issuer, the amount and the expiration date of such Facility Letter of Credit (as amended or extended, if applicable). (iv) An Issuer shall not extend or amend any Facility Letter of Credit or allow a Facility Letter of Credit to be automatically extended unless the requirements of this Section 2.18(c) are met as though a new Facility Letter of Credit was being requested and issued.

Procedure for Issuance. Prior The Borrower may from time to time ---------------------- request the issuance of each Letter of Credit, Standby and as Trade LC Issuing Bank to issue a condition of such issuance, including, without limitation any Cash Collateralized Standby or Trade Letter of Credit or Post-Termination Letter of Credit, Borrowers shall deliver by delivering to the Standby and Trade LC Issuing Lender (Bank at such location as the Standby and Trade LC Issuing Bank may from time to time designate, with a copy to the Administrative Agent, at least three (3) a Master Business Days prior to the proposed Standby or Trade Letter of Credit Agreement signed issuance date (or on such shorter notice as the Standby and Trade LC Issuing Bank may approve in its discretion), an application, in such form as may from time to time be approved by the BorrowersStandby and Trade LC Issuing Bank (the "Letter of Credit Application"), completed to the satisfaction of the Standby and Trade LC Issuing Bank, together with such other certificates, documents or items and other papers and information as the Standby and Trade LC Issuing Bank may be required pursuant to reasonably request. Upon receipt of any Letter of Credit Application, the terms thereof, Standby and the proposed form and content of Trade LC Issuing Bank will process such Letter of Credit shall be reasonably satisfactory to the Issuing Lender. Except as provided in Section 2.13(B), each Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers to the Issuing Lender by facsimile transmission, telex or other electronic means followed by delivery of executed originals within five days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B), as the case may beApplication, and shall specify therein (i) the stated amount other certificates, documents and other papers and information delivered to it in connection therewith, in accordance with its customary procedures and, unless it has been notified by the Administrative Agent by the Standby and Trade LC Issuing Bank's close of business on the Letter of Credit requested, (ii) Business Day preceding the effective date of issuance of such requested Letter of Credit, which shall be a Business Day, (iii) the date on which such requested Letter of Credit is to expire, (iv) the entity for whose benefit the requested Letter of Credit is to be issued, which shall be a Borrower, (v) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested proposed Standby or Trade Letter of Credit issuance and (vi) date that the requested any condition thereto has not been satisfied, issue such Standby or Trade Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicable. The delivery of by delivering the foregoing documents and information shall constitute an “Issuance Request” for purposes of this Agreement. Subject original thereof to the terms beneficiary and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, and provided that the applicable conditions set forth in Section 2.11 hereof have been satisfied, the Issuing Lender shall, on the requested date, issue furnishing a Letter of Credit on behalf of Borrowers in accordance with the Issuing Lender’s usual and customary business practices. In addition, any amendment of an existing Letter of Credit shall be deemed to be an issuance of a new Letter of Credit and shall be subject copy thereof to the requirements set forth above. The Issuing Lender Borrower and the Administrative Agent (and the Administrative Agent shall give Agent prompt written notice of upon request promptly furnish copies thereof to the issuance of any Letter of CreditBanks).

Procedure for Issuance. Prior Borrower shall give Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to the issuance have letters of each credit (each, a “Letter of Credit”) issued, and as a condition or to have Letters of Credit issued on behalf of Borrower or any Guarantor Subsidiary, hereunder no later than 10:00 a.m., Dallas time, at least three (3) Business Days prior to the date of such issuance. Each such notice shall specify (i) the designated Fronting Bank, including(ii) the aggregate amount of the requested Letters of Credit, without limitation any Cash Collateralized (iii) the individual amount of each requested Letter of Credit or Post-Termination Letter and the number of CreditLetters of Credit to be issued, Borrowers (iv) the date of such issuance (which shall deliver to be a Business Day), (v) the Issuing Lender name and address of the beneficiary, (with a copy to Agentvi) a Master the expiration date of the Letter of Credit Agreement signed by the Borrowers, together with such other documents or items as may (which in no event shall be required pursuant later than fifteen (15) days prior to the terms thereofTermination Date), (vii) the purpose and the proposed form and content of circumstances for which such Letter of Credit shall be reasonably satisfactory to is being issued and (viii) the Issuing Lender. Except as provided in Section 2.13(B), terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be issued revoked telephonically by Borrower to the applicable Fronting Bank and Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by Borrower to Fronting Bank and Administrative Agent within one (1) Business Day by facsimile. Notwithstanding anything contained herein to the contrary, Borrower shall complete and deliver to Fronting Bank any required documentation in connection with any requested Letter of Credit no earlier later than two (2) Business Days after delivery prior to the issuance thereof. No later than 10:00 a.m., Dallas time, on the date that is three (3) Business Days prior to the date of issuance, Borrower shall specify a precise description of the foregoing documentsdocuments and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which delivery may be if presented by Borrowers such beneficiary prior to the Issuing Lender by facsimile transmission, telex or other electronic means followed by delivery of executed originals within five days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B), as the case may be, and shall specify therein (i) the stated amount expiration date of the Letter of Credit requestedwould require Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the third Business Day following the date that such draft is presented if such presentation is made later than 10:00 A.M. Dallas time (ii) except that if the effective date beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Business Day against a conforming draft, such beneficiary shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. Dallas time and provided further Borrower shall have requested to Fronting Bank and Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, which Fronting Bank shall be a Business Day, (iii) responsible only to determine that the date on which such requested documents and certificates required to be delivered under the Letter of Credit is to expire, (iv) the entity for whose benefit the requested Letter of Credit is to be issued, which shall be a Borrower, (v) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicable. The delivery of the foregoing documents and information shall constitute an “Issuance Request” for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, and provided that the applicable conditions set forth in Section 2.11 hereof have been satisfied, the Issuing Lender shall, delivered and that they comply on the requested date, issue a Letter of Credit on behalf of Borrowers in accordance their face with the Issuing Lender’s usual and customary business practices. In addition, any amendment requirements of an existing Letter of Credit shall be deemed to be an issuance of a new Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender shall give Agent prompt written notice of the issuance of any that Letter of Credit.

Procedure for Issuance. Prior to the issuance of each Facility Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers the Borrower shall deliver to the Issuing Lender (with Issuer a copy to Agent) a Master Letter of Credit Reimbursement Agreement signed by the BorrowersBorrower, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Facility Letter of Credit shall be reasonably satisfactory to the Issuing LenderIssuer. Except as provided in Section 2.13(B), each Each Facility Letter of Credit shall be issued no earlier than two (2) Business Days (unless waived by the Issuer) after delivery of the foregoing documents, which delivery may be by Borrowers the Borrower to the Issuing Lender Issuer by facsimile transmissiontelecopy, telex or other electronic means followed by delivery of executed originals within five (5) days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B2.20.1(b), as the case may be, and shall specify therein (i) the stated amount of the Facility Letter of Credit requested, (ii) the effective date of issuance of such requested Facility Letter of Credit, which shall be a Business Day, (iii) the date on which such requested Facility Letter of Credit is to expire, which shall be a Business Day prior to the date five (5) Business Days prior to the Facility Termination Date, and (iv) the entity for whose benefit the requested Facility Letter of Credit is to be issued, which shall be the Borrower or a Borrower, (v) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicableSubsidiary. The delivery of the foregoing documents and information shall constitute an “Issuance Request” a "Notice of Issuance" for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, 2.20.1 and provided that the applicable conditions set forth in Section 2.11 hereof 4.2 have been satisfied, the Issuing Lender Issuer shall, on the requested date, issue a Facility Letter of Credit on behalf of Borrowers the Borrower in accordance with the Issuing Lender’s Issuer's usual and customary business practices. In addition, any amendment of an existing Facility Letter of Credit shall be deemed to be an issuance of a new Facility Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender shall give Agent prompt written notice of the issuance of any Letter of Credit.

Procedure for Issuance. Prior to (i) To request the issuance Issuance of each a Letter of Credit, the Borrower shall deliver to the applicable Issuing Bank and the Administrative Agent (which will promptly notify the Lenders) at least three Business Days in advance of the requested date of Issuance (or such later date and time as the Administrative Agent and such Issuing Bank may agree in a condition of particular instance in their sole discretion) a notice in a form reasonably acceptable to such issuance, including, without limitation any Cash Collateralized Issuing Bank (a “Letter of Credit or Post-Termination Notice”) requesting the issuance of a Letter of Credit, Borrowers shall deliver to or identifying the Issuing Lender (with a copy to Agent) a Master Letter of Credit Agreement signed by the Borrowersto be amended, together with such other documents renewed, extended or items as may be required pursuant to the terms thereof, and the proposed form and content of such Letter of Credit shall be reasonably satisfactory to the Issuing Lender. Except as provided in Section 2.13(B), each Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers to the Issuing Lender by facsimile transmission, telex or other electronic means followed by delivery of executed originals within five days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B)increased, as the case may be, and shall specify therein (i) specifying the stated amount of the Letter of Credit requested, (ii) the effective date of issuance of such requested Letter of Credit, Issuance (which shall be a Business Day), (iii) the date on which such requested Letter of Credit is to expire, expire (iv) the entity for whose benefit the requested Letter of Credit is to be issued, which shall be a Borrowercomply with Section 2.3(b)(iii)), (v) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized such Letter of Credit, if applicable. The delivery the name and address of the foregoing documents beneficiary thereof and information shall constitute an “Issuance Request” for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) (and such other information as shall be necessary to prepare, amend, renew, extend or Section 2.13(B)increase, as the case may be) such Letter of Credit, it being understood and provided agreed that Letters of Credit may be extended and renewed in accordance with Section 2.3(b)(iii). If requested by the applicable Issuing Bank, the Borrower shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any such letter of credit application, the terms and conditions of this Agreement shall control. (ii) Promptly after receipt of any Letter of Credit Notice, the applicable Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the applicable conditions set forth in Section 2.11 hereof have been satisfiedAdministrative Agent has received a copy of such Letter of Credit Notice from the Borrower and, if not, the Issuing Lender Bank will provide the Administrative Agent with a copy thereof. Unless the applicable Issuing Bank has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of Issuance of the applicable Letter of Credit, that one or more applicable conditions contained in Article III shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Bank shall, on the requested date, issue Issue a Letter of Credit on behalf for the account of Borrowers the Borrower (or the applicable Subsidiary) in accordance with the such Issuing LenderBank’s usual and customary business practices. In addition, any amendment of an existing . (iii) Each Letter of Credit shall expire at or prior to the earlier of (i) the close of business on the date one year after the date of the Issuance of such Letter of Credit, or (ii) the Letter of Credit Maturity Date; provided, however, that if the Borrower so requests in its Letter of Credit Notice, the applicable Issuing Bank may, in its sole discretion, agree to issue a Letter of Credit (each, an “Evergreen Letter of Credit”) that has automatic extension provisions for successive periods of one year or less (but not beyond the L/C Maturity Date), provided that any such Evergreen Letter of Credit must permit the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of Issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is Issued. Once an Evergreen Letter of Credit has been Issued, the Lenders shall be deemed to be an issuance have authorized (but may not require) the applicable Issuing Bank to permit the extension of a new such Letter of Credit at any time to an expiry date not later than the L/C Maturity Date; provided, however, that no Issuing Bank shall permit any such extension if (A) such Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to Issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.3(h) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 3.2 is not then satisfied, and in each such case directing such Issuing Bank not to permit such extension. Such Issuing Bank shall be subject promptly provide a copy of any such notice to the requirements set forth above. The Issuing Lender shall give Agent prompt written notice of Borrower and the issuance of any Letter of CreditAdministrative Agent.

Procedure for Issuance. Prior to Whenever the Applicant desires the issuance of each a Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers it shall deliver to the Issuing Lender Issuer written notice in the form of the Issuer's standard Application and Agreement for Irrevocable Stand-by Letters of Credit substantially in the form of Exhibit "B" attached hereto, in the case of stand-by Letters of Credit or Issuer's standard Application and Security Agreement for Commercial Letters of Credit substantially in the form of Exhibit "C" attached hereto, in the case of trade letters of credit (with a copy in either case, an "Application" and collectively, the "Applications"), duly executed by authorized officers of the Applicant, no later than 11:00 A.M. on the third Business Day prior to Agent) a Master the proposed date of the issuance of the Letter of Credit Agreement signed by the Borrowers, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Letter of Credit shall be reasonably satisfactory to the Issuing Lender. Except as provided in Section 2.13(B), each Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers to the Issuing Lender by facsimile transmission, telex or other electronic means followed by delivery of executed originals within five days thereafterCredit. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B), as the case may be, and Application shall specify therein (i) the stated amount of the Letter of Credit requested, (ii) the effective proposed date of issuance of such requested the proposed Letter of Credit, Credit (which shall be a Business Day), (ii) the face amount of the proposed Letter of Credit, (iii) the expiration date on which such requested of the proposed Letter of Credit is to expire, and (iv) the entity for whose benefit name and address of the requested beneficiary of the proposed Letter of Credit. The Application shall also specify a precise description of any documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit in connection with a draw thereupon. By the Applicant's execution below, the Applicant acknowledges that the Issuer is to be issued, which shall be a Borrower, (v) the aggregate amount of issuing each Letter of Credit Obligations hereunder in express reliance on the terms hereof which are outstanding in addition to, and which will be outstanding after giving effect not in lieu of, the terms of the Application executed in connection therewith. Issuer acknowledges that it is not requiring the Applicant to grant to the requested Issuer any security interest, lien or other encumbrance as security for any of the Letter of Credit issuance and (vi) that Obligations. Accordingly, the requested Issuer agrees, with respect to each Letter of Credit is issued hereunder, to be a Cash Collateralized delete by striking through, the following provisions in the form of Application relating to such Letter of Credit, if applicable. The delivery of the foregoing documents : Application and information shall constitute an “Issuance Request” Agreement for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, and provided that the applicable conditions set forth in Section 2.11 hereof have been satisfied, the Issuing Lender shall, on the requested date, issue a Irrevocable Standby Letter of Credit on behalf of Borrowers in accordance with (Exhibit B) Section 5, Section 6 (excluding the Issuing Lender’s usual last sentence thereof), and customary business practicesSection 9. In addition, any amendment of an existing Application and Security Agreement for Commercial Letter of Credit shall be deemed (Exhibit C) Section 4, Section 6, and Section 7(a)(ii). The Issuer and the Applicant agree that the Application relating to be an issuance of a new the Letter of Credit and shall be subject described on Exhibit A hereto is hereby amended by deleting therefrom the provisions set forth above applicable to the requirements set forth above. The Issuing Lender shall give Agent prompt written notice type of the issuance of any Application for such Letter of Credit.

Procedure for Issuance. Prior to (i) The Borrower shall give an Issuer and the Administrative Agent at least three Business Days' prior written notice of any requested issuance of each Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Facility Letter of Credit or Post-Termination Letter of Credit, Borrowers shall deliver to the Issuing Lender under this Agreement (with a copy to Agent) a Master "Letter of Credit Agreement signed by the Borrowers, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Request"). The Letter of Credit shall be reasonably satisfactory to the Issuing Lender. Except as provided in Section 2.13(B), each Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers to the Issuing Lender by facsimile transmission, telex or other electronic means followed by delivery of executed originals within five days thereafter. The documents so delivered Request shall be in compliance with a form acceptable to the requirements set forth in Section 2.13(A) or Section 2.13(B)Administrative Agent, as the case may be, Issuer and the Borrower and shall specify therein specify: (iA) the stated amount of the Facility Letter of Credit requested, ; (iiB) the effective date (which day shall be a Business Day) of issuance of such requested Facility Letter of Credit, which shall be a Business Day, Credit (iiithe "Issuance Date"); (C) the date on which such requested Facility Letter of Credit is to expire, expire (ivwhich date shall comply with the provisions of Section 2.21(b)(iv)); (D) the entity for whose benefit name of the Issuer chosen by the Borrower to issue the requested Facility Letter of Credit; (E) the purpose for which such Facility Letter of Credit is to be issued, which shall be a Borrower, ; and (vF) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to Person for whose benefit the requested Letter of Credit issuance and (vi) that the requested Facility Letter of Credit is to be a Cash Collateralized issued. At the time the Letter of CreditCredit Request is made, if applicable. The delivery the Borrower shall also provide the Administrative Agent and the Issuer with a copy of the foregoing documents form (if specified by the beneficiary) of the Facility Letter of Credit it is requesting be issued. Such Letter of Credit Request, to be effective, must be received by such Issuer and information shall constitute an “Issuance Request” for purposes the Administrative Agent not later than 2:00 p.m. (Chicago time) on the last Business Day on which a Letter of Credit Request can be given under this Agreement. Section 2.21(c)(i). (ii) Subject to the terms and conditions of Section 2.13(A2.21(b) or Section 2.13(B), as the case may be, and provided that the applicable conditions set forth in Section 2.11 Sections 5.01 and 5.02 hereof have been satisfied, the Issuing Lender such Issuer shall, on the requested dateIssuance Date, issue a Facility Letter of Credit on behalf of Borrowers the Borrower in accordance with the Issuing Lender’s Issuer's usual and customary business practices. In addition, any amendment of an existing practices unless the Issuer has actually received (A) written notice from the Borrower specifically revoking the Letter of Credit shall be deemed Request with respect to be an such Facility Letter of Credit, (B) written notice from a Facility A Lender, which complies with the provisions of Section 2.21(e)(i) or (C) written or telephonic notice from the Administrative Agent stating that the issuance of a new such Facility Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender would violate Section 2.21(b). (iii) Each Issuer shall give the Administrative Agent prompt and the Borrower written notice or telex notice, or telephonic notice confirmed promptly thereafter in writing, of the issuance of any a Facility Letter of Credit (the "Issuance Notice"), together with (for the Borrower and the Administrative Agent) a copy of such Facility Letter of Credit.. Notices and copies of Facility Letters of Credit required to be furnished to the Administrative Agent under this Section 2.21(c)(iii) shall also be delivered to Bank One, NA, Global Trade Financing Unit, 300 South Riverside, Mail Suite IL1-0236, Chicago, IL 60670

Procedure for Issuance. Prior to the issuance of each Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Post Termination Letter of Credit, Borrowers shall deliver to the Issuing Lender (with a copy to Agent) a Master Letter of Credit Reimbursement Agreement signed by the Borrowers, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Letter of Credit shall be reasonably satisfactory to the Issuing Lender. Except as provided in Section 2.13(B), each Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers to the Issuing Lender by facsimile transmission, telex or other electronic means followed by delivery of executed originals within five days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B), as the case may be, and shall specify therein (i) the stated amount of the Letter of Credit requested, (ii) the effective date of issuance of such requested Letter of Credit, which shall be a Business Day, (iii) the date on which such requested Letter of Credit is to expire, (iv) the entity for whose benefit the requested Letter of Credit is to be issued, which shall be a Borrower, (v) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicable. The delivery of the foregoing documents and information shall constitute an “Issuance Request” for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, and provided that the applicable conditions set forth in Section 2.11 hereof have been satisfied, the Issuing Lender shall, on the requested date, issue a Letter of Credit on behalf of Borrowers in accordance with the Issuing Lender’s usual and customary business practices. In addition, any amendment of an existing Letter of Credit shall be deemed to be an issuance of a new Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender shall give Agent prompt written notice of the issuance of any Letter of Credit.

Procedure for Issuance. (a) Prior to the issuance of each new Letter of Credit, Credit and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers the Borrower shall deliver to the Issuing Lender (with a copy to Agent) a Master Letter of Credit Agreement Agent a Letter of Credit Application signed by the BorrowersBorrower, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Letter of Credit shall be reasonably satisfactory to the Issuing LenderLetter of Credit Agent. Except as provided in Section 2.13(B), each Each Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers the Borrower to the Issuing Lender Letter of Credit Agent by facsimile transmissiontelecopy, telex or other electronic means followed by delivery of executed originals within five (5) days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B2.1(b), as the case may be, and shall specify therein (ia) the stated amount of the Letter of Credit requested, (iib) the effective date of issuance of such requested Letter of Credit, which shall be a Business Day, (iiic) whether the date on which such requested Letter of Credit is to expire, (iv) the entity for whose benefit the requested Letter of Credit is to be issued, which shall be a Borrower, denominated in Dollars or Pounds and (vd) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicableissuance. The delivery of the foregoing documents and information shall constitute an “Issuance Request” for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, 2.1 and provided that the applicable conditions set forth in Section 2.11 4.2 hereof have been satisfied, the Issuing Lender Letter of Credit Agent (on behalf of the Lenders) shall, on the requested date, issue a Letter of Credit on behalf of Borrowers the Borrower in accordance with the Issuing LenderLetter of Credit Agent’s usual and customary business practices. In addition, any amendment of an existing Letter of Credit shall be deemed to be an issuance of a new Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender Administrative Agent shall give Agent the Lenders prompt written notice of the issuance of any Letter of Credit. (b) The Letter of Credit Agent is hereby authorized to execute and deliver each Letter of Credit and each amendment to a Letter of Credit on behalf of each Lender. The Letter of Credit Agent shall use the Applicable Percentage of each Lender under each Letter of Credit as its “Commitment”. The Letter of Credit Agent shall not amend any Letter of Credit to change the “Commitment” of a Lender or add or delete a Lender liable thereunder unless such amendment is done in connection with an assignment in accordance with Section 12.3. Each Lender hereby irrevocably constitutes and appoints the Letter of Credit Agent its true and lawful attorney-in-fact for and on behalf of such Lender with full power of substitution and revocation in its own name or in the name of the Letter of Credit Agent to issue, execute and deliver, as the case may be, each Letter of Credit and each amendment to a Letter of Credit and to carry out the purposes of this Agreement with respect to Letters of Credit. Upon request, each Lender shall execute such powers of attorney or other documents as any beneficiary of any Letter of Credit may reasonably request to evidence the authority of the Letter of Credit Agent to execute and deliver such Letter of Credit and any amendment or other modification thereto on behalf of the Lenders. (c) The Letter of Credit Agent shall act on behalf of the Lenders with respect to any Letters of Credit and the documents associated therewith, and the Letter of Credit Agent shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by the Letter of Credit Agent in connection with Letters of Credit issued by it or proposed to be issued by it and Letter of Credit Applications pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X includes the Letter of Credit Agent as with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Letter of Credit Agent.

Procedure for Issuance. Prior to the issuance of each ---------------------- Facility Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers the Borrower shall deliver to the Issuing Lender Issuer (with a copy to the Agent) a Master Letter of Credit Reimbursement Agreement signed by the BorrowersBorrower, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Facility Letter of Credit shall be reasonably satisfactory to the Issuing LenderIssuer. Except as provided in Section 2.13(B), each Each Facility Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers the Borrower to the Issuing Lender Issuer by facsimile transmissiontelecopy, telex or other electronic means followed by delivery of executed originals within five (5) days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B------- 2.20.1 (b), as the case may be, and shall specify therein (i) the stated amount of the Facility --------- Letter of Credit requested, (ii) the effective date of issuance of such requested Facility Letter of Credit, which shall be a Business Day, (iii) the date on which such requested Facility Letter of Credit is to expire, which shall be a Business Day prior to five Business Days prior to the Facility Termination Date, (iv) the entity for whose benefit the requested Facility Letter of Credit is to be issued, which shall be the Borrower or a Subsidiary of the Borrower, (v) whether the requested Facility Letter of Credit is a Standby Letter of Credit or Commercial Letter of Credit, and (vi) the aggregate amount of Facility Letter of Credit Obligations in respect of Standby Letters of Credit and Commercial Letters of Credit which are outstanding and which will be outstanding after giving effect to the requested Facility Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicableissuance. The delivery of the foregoing documents and information shall constitute an “"Issuance Request” " for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, 2.20.1 and provided that the applicable conditions set forth in Section 2.11 hereof have been satisfied, the Issuing Lender shall, on the requested date, issue a Letter of Credit on behalf of Borrowers in accordance with the Issuing Lender’s usual and customary business practices. In addition, any amendment of an existing Letter of Credit shall be deemed to be an issuance of a new Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender shall give Agent prompt written notice of the issuance of any Letter of Credit.--------------

Procedure for Issuance. Prior (A) The Funds Administrator may from time to time request the Agent to direct the issuance of each a Letter of CreditCredit by delivering to the Agent, with a copy to the applicable Issuing Bank, a Letter of Credit Request in the form of EXHIBIT C-2 to this Credit Agreement (a "LETTER OF CREDIT REQUEST"), not later than 1:00 P.M. (New York City time) at least five (5) Business Days (or such shorter period as may be agreed to by the Agent and as the applicable Issuing Bank) in advance of the proposed date of issuance. Prior to date of issuance or in conjunction with the submission of a condition Letter of such issuanceCredit Request, including, without limitation any Cash Collateralized the Funds Administrator shall provide to the Agent and the applicable Issuing Bank a precise description of the format of the Letter of Credit or Post-Termination Letter of Credit, Borrowers shall deliver information and documents adequate to allow for the Issuing Lender (with a copy Bank to Agent) a Master prepare the requested Letter of Credit Agreement signed by and shall specify that the Borrowers, together with such other documents or items as may be required pursuant to only drawings permitted under the terms thereof, and the proposed form and content of such Letter of Credit shall be reasonably satisfactory sight drawings. The Issuing Bank shall not issue any Letter of Credit until it has received authorization to do so from the Agent. Promptly after the issuance or amendment of any standby Letter of Credit, the Issuing Bank shall notify the Agent and the Funds Administrator, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such issuance and amendment. Upon receipt of such notice, the Agent shall promptly notify the Lenders, in writing, of such issuance or amendment, and if so requested by a Lender the Agent shall provide such Lender with copies of such issuance or amendment. With regards to commercial Letters of Credit, the Issuing Bank shall on the first Business Day of each week, provide to the Issuing Lender. Except as provided in Section 2.13(B), Agent by facsimile a report detailing the daily aggregate outstanding commercial Letters of Credit for the previous week. (B) The transmittal by the Funds Administrator of each Letter of Credit Request shall be issued no earlier than two (2) Business Days after delivery deemed to be a representation and warranty made by each of the foregoing documentsBorrowers, which delivery may be by Borrowers to both at the Issuing Lender by facsimile transmission, telex or other electronic means followed by delivery time of executed originals within five days thereafter. The documents so delivered shall be in compliance with such transmittal and at the requirements set forth in Section 2.13(A) or Section 2.13(B), as the case may be, and shall specify therein (i) the stated amount time of the Letter of Credit requested, (ii) the effective date of issuance of such the requested Letter of Credit, which shall be a Business Day, (iii) that the date on which such requested Letter of Credit is to expire, (iv) the entity for whose benefit the requested Letter of Credit is to may be issued, which shall be a Borrower, (v) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicable. The delivery of the foregoing documents and information shall constitute an “Issuance Request” for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, and provided that the applicable conditions set forth in Section 2.11 hereof have been satisfied, the Issuing Lender shall, on the requested date, issue a Letter of Credit on behalf of Borrowers issued in accordance with the Issuing Lender’s usual and customary business practices. In addition, will not violate any amendment of an existing Letter of Credit shall be deemed to be an issuance of a new Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender shall give Agent prompt written notice of the issuance of any Letter of CreditSECTION 3.1.

Procedure for Issuance. Prior to the issuance of each Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers the Borrower shall deliver to the Issuing Lender Letter of Credit Issuer (with a copy to the Administrative Agent) a Master Letter of Credit Reimbursement Agreement signed by the BorrowersBorrower, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Letter of Credit shall be reasonably satisfactory to the Issuing LenderLetter of Credit Issuer. Except as provided in Section 2.13(B), each Each Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers the Borrower to the Issuing Lender Letter of Credit Issuer by facsimile transmission, telex or other electronic means followed by delivery of executed originals within five days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(Bsubsection 2.15.1(b), as the case may be, and shall specify therein (i) the stated amount of the Letter of Credit requested, (ii) the effective date of issuance of such requested Letter of Credit, which shall be a Business Day, (iii) the date on which such requested Letter of Credit is to expire, (iv) the entity for whose benefit the requested Letter of Credit is to be issued, which shall be either Borrower or a BorrowerSubsidiary, and (v) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicableissuance. The delivery of the foregoing documents and information shall constitute an “Issuance Request” for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, 2.15.1 and provided that the applicable conditions set forth in Section 2.11 3.02 hereof have been satisfied, the Issuing Lender Letter of Credit Issuer shall, on the requested date, issue a Letter of Credit on behalf of Borrowers the Borrower in accordance with the Issuing LenderLetter of Credit Issuer’s usual and customary business practices. In addition, any amendment of an existing Letter of Credit shall be deemed to be an issuance of a new Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender Letter of Credit Issuer shall give the Administrative Agent prompt written notice of the issuance of any Letter of Credit.

Procedure for Issuance. Prior to the issuance of each Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers the Borrower shall deliver to the Issuing Lender Letter of Credit Issuer (with a copy to the Administrative Agent) a Master Letter of Credit Reimbursement Agreement signed by the BorrowersBorrower, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Letter of Credit shall be reasonably satisfactory to the Issuing LenderLetter of Credit Issuer. Except as provided in Section 2.13(B), each Each Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers the Borrower to the Issuing Lender Letter of Credit Issuer by facsimile transmission, telex transmission or other electronic means followed by delivery of executed originals within five days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(Bsubsection 2.15.1(b), as the case may be, and shall specify therein (i) the stated amount of the Letter of Credit requested, (ii) the effective date of issuance of such requested Letter of Credit, which shall be a Business Day, (iii) the date on which such requested Letter of Credit is to expire, (iv) the entity for whose benefit the requested Letter of Credit is to be issued, which shall be either Borrower or a BorrowerSubsidiary, and (v) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicableissuance. The delivery of the foregoing documents and information shall constitute an “Issuance Request” for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, 2.15.1 and provided that the applicable conditions set forth in Section 2.11 3.2 hereof have been satisfied, the Issuing Lender Letter of Credit Issuer shall, on the requested date, issue a Letter of Credit on behalf of Borrowers the Borrower in accordance with the Issuing LenderLetter of Credit Issuer’s usual and customary business practices. In addition, any amendment of an existing Letter of Credit shall be deemed to be an issuance of a new Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender Letter of Credit Issuer shall give the Administrative Agent prompt written notice of the issuance of any Letter of Credit.

Procedure for Issuance. Prior to the issuance of each Facility Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers the Borrower shall deliver to the Issuing Lender Issuer (with a copy to the Agent) a Master Letter of Credit Reimbursement Agreement signed by the BorrowersBorrower, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Facility Letter of Credit shall be reasonably satisfactory to the Issuing LenderIssuer. Except as provided in Section 2.13(B), each Each Facility Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers the Borrower to the Issuing Lender Issuer by facsimile transmissiontelecopy, telex or other electronic means followed by delivery of executed originals within five (5) days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B2.19.1(b), as the case may be, and shall specify therein (i) the stated amount of the Facility Letter of Credit requested, (ii) the effective date of issuance of such requested Facility Letter of Credit, which shall be a Business Day, (iii) the date on which such requested Facility Letter of Credit is to expire, which shall be a Business Day prior to the date five (5) Business Days prior to the Facility Termination Date, (iv) the entity for whose benefit the requested Facility Letter of Credit is to be issued, which shall be the Borrower or a BorrowerSubsidiary, and (v) the aggregate amount of Facility Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Facility Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicableissuance. The delivery of the foregoing documents and information shall constitute an “"Issuance Request” " for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, 2.19.1 and provided that the applicable conditions set forth in Section 2.11 4.2 hereof have been satisfied, the Issuing Lender Issuer shall, on the requested date, issue a Facility Letter of Credit on behalf of Borrowers the Borrower in accordance with the Issuing Lender’s Issuer's usual and customary business practices. In addition, any amendment of an existing Facility Letter of Credit shall be deemed to be an issuance of a new Facility Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender Issuer shall give the Agent prompt written notice of the issuance of any Facility Letter of Credit.

Procedure for Issuance. Prior to (i) The Borrower shall give an Issuer and the Administrative Agent at least three Business Days’ prior written notice of any requested issuance of each Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Facility Letter of Credit or Post-Termination Letter of Credit, Borrowers shall deliver to the Issuing Lender under this Agreement (with a copy to Agent) a Master “Letter of Credit Agreement signed by the Borrowers, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Request”). The Letter of Credit shall be reasonably satisfactory to the Issuing Lender. Except as provided in Section 2.13(B), each Letter of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers to the Issuing Lender by facsimile transmission, telex or other electronic means followed by delivery of executed originals within five days thereafter. The documents so delivered Request shall be in compliance with a form acceptable to the requirements set forth in Section 2.13(A) or Section 2.13(B)Administrative Agent, as the case may be, Issuer and the Borrower and shall specify therein specify: (iA) the stated amount of the Facility Letter of Credit requested, ; (iiB) the effective date (which day shall be a Business Day) of issuance of such requested Facility Letter of Credit, which shall be a Business Day, Credit (iiithe “Issuance Date”); (C) the date on which such requested Facility Letter of Credit is to expire, expire (ivwhich date shall comply with the provisions of Section 2.21(b)(iv)); (D) the entity for whose benefit name of the Issuer chosen by the Borrower to issue the requested Facility Letter of Credit; (E) the purpose for which such Facility Letter of Credit is to be issued, which shall be a Borrower, ; and (vF) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to Person for whose benefit the requested Letter of Credit issuance and (vi) that the requested Facility Letter of Credit is to be a Cash Collateralized issued. At the time the Letter of CreditCredit Request is made, the Borrower shall also provide the Administrative Agent and the Issuer with a copy of the form (if specified by the beneficiary) of the Facility Letter of Credit it is requesting be issued. Such Letter of Credit Request, to be effective, must be received by such Issuer and the Administrative Agent not later than 2:00 p.m. (Chicago time) on the last Business Day on which a Letter of Credit Request can be given under this Section 2.21(c)(i). Promptly after receipt of any Letter of Credit Request, the Issuer shall confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Request from the Borrower and, if applicable. The delivery of not, the foregoing documents and information Issuer shall constitute an “Issuance Request” for purposes of this Agreement. promptly provide the Administrative Agent with a copy thereof. (ii) Subject to the terms and conditions of Section 2.13(A2.21(b) or Section 2.13(B), as the case may be, and provided that (A) the applicable conditions set forth in Section 2.11 Sections 5.01 and 5.02 hereof have been satisfiedsatisfied and (B) the Issuer shall have received written or telephonic notice from the Administrative Agent stating that the issuance of such Facility Letter of Credit would not violate Section 2.21(b), the Issuing Lender such Issuer shall, on the requested dateIssuance Date, issue a Facility Letter of Credit on behalf of Borrowers the Borrower in accordance with the Issuing LenderIssuer’s usual and customary business practices. In addition, any amendment of an existing practices unless the Issuer has actually received (1) written notice from the Borrower specifically revoking the Letter of Credit shall be deemed Request with respect to be an issuance of a new such Facility Letter of Credit or (2) written notice from a Facility A Lender, which complies with the provisions of Section 2.21(e)(i). (iii) Each Issuer shall promptly give the Administrative Agent and shall the Borrower written notice or telex notice, or telephonic notice confirmed promptly thereafter in writing, of the issuance, amendment, extension of cancellation of a Facility Letter of Credit (the “Issuance Notice”), together with (for the Borrower and the Administrative Agent) a copy of such Facility Letter of Credit (or amendment or extension thereof). Notices and copies of Facility Letters of Credit (or amendments or extensions thereof) required to be subject furnished to the requirements set forth aboveAdministrative Agent under this Section 2.21(c)(iii) shall also be delivered to Bank One, NA, Global Trade Financing Unit, 000 Xxxxx Xxxxxxxxx, Xxxx Xxxxx XX0-0000, Xxxxxxx, XX 00000 (Attention: Xxxxxxxxx Deal). The Issuing Lender shall give Agent prompt written notice Upon receipt of the issuance Issuance Notice, the Administrative Agent shall notify each Facility A Lender of any the issuance, amendment, extension or cancellation of such Facility Letter of Credit, which notice shall identify the Issuance Date, the Issuer, the amount and the expiration date of such Facility Letter of Credit (as amended or extended, if applicable). (iv) An Issuer shall not extend or amend any Facility Letter of Credit or allow a Facility Letter of Credit to be automatically extended unless the requirements of this Section 2.21(c) are met as though a new Facility Letter of Credit was being requested and issued.

Procedure for Issuance. Prior (i) The Funds Administrator may from time to time request Administrative Agent to direct the issuance of each a Letter of CreditCredit by delivering to Administrative Agent, with a copy to the applicable Facing Bank, a Letter of Credit Request in the form of Exhibit 2.3(c)(i) to this Agreement (a “Letter of Credit Request”), not later than 12:00 P.M. (New York City time) at least three (3) Business Days (or such shorter period as may be agreed to by Administrative Agent and as the applicable Facing Bank) in advance of the proposed date of issuance. Prior to date of issuance or in conjunction with the submission of a condition Letter of such issuanceCredit Request, including, without limitation any Cash Collateralized the Funds Administrator shall provide to Administrative Agent and the applicable Facing Bank a precise description of the format of the Letter of Credit or Post-Termination Letter of Credit, Borrowers shall deliver information and documents adequate to allow for the Issuing Lender (with a copy Facing Bank to Agent) a Master prepare the requested Letter of Credit Agreement signed by and shall specify that the Borrowers, together with such other documents or items as may be required pursuant to only drawings permitted under the terms thereof, and the proposed form and content of such Letter of Credit shall be reasonably satisfactory sight drawings. The Facing Bank shall not issue any Letter of Credit until it has received authorization to do so from Administrative Agent. Promptly after the Issuing Lenderissuance or amendment of any standby Letter of Credit, the Facing Bank shall notify Administrative Agent and the Funds Administrator, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such issuance and amendment. Except as provided Upon receipt of such notice, Administrative Agent shall promptly notify the Lenders, in Section 2.13(B)writing, of such issuance or amendment, and if so requested by a Lender Administrative Agent shall provide such Lender with copies of such issuance or amendment. With regards to commercial Letters of Credit, the Facing Bank shall on the first Business Day of each week, provide to Administrative Agent by facsimile a report detailing the daily aggregate outstanding commercial Letters of Credit for the previous week. (ii) The transmittal by the Funds Administrator of each Letter of Credit Request shall be issued no earlier than two (2) Business Days after delivery deemed to be a representation and warranty made by each of the foregoing documentsBorrowers, which delivery may be by Borrowers to both at the Issuing Lender by facsimile transmission, telex or other electronic means followed by delivery time of executed originals within five days thereafter. The documents so delivered shall be in compliance with such transmittal and at the requirements set forth in Section 2.13(A) or Section 2.13(B), as the case may be, and shall specify therein (i) the stated amount time of the Letter of Credit requested, (ii) the effective date of issuance of such the requested Letter of Credit, which shall be a Business Day, (iii) that the date on which such requested Letter of Credit is to expire, (iv) the entity for whose benefit the requested Letter of Credit is to may be issued, which shall be a Borrower, (v) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicable. The delivery of the foregoing documents and information shall constitute an “Issuance Request” for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, and provided that the applicable conditions set forth in Section 2.11 hereof have been satisfied, the Issuing Lender shall, on the requested date, issue a Letter of Credit on behalf of Borrowers issued in accordance with the Issuing Lender’s usual and customary business practices. In addition, will not violate any amendment of an existing Letter of Credit shall be deemed to be an issuance of a new Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender shall give Agent prompt written notice of the issuance of any Letter of CreditSection 2.3(a) or (b).

Procedure for Issuance. Prior to (i) The Borrower shall give an Issuer and the Administrative Agent at least three Business Days’ prior written notice of any requested issuance of each Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Facility Letter of Credit or Post-Termination Letter of Credit, Borrowers shall deliver to the Issuing Lender under this Agreement (with a copy to Agent) a Master “Letter of Credit Agreement signed by the Borrowers, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content of such Request”). The Letter of Credit shall be reasonably satisfactory to the Issuing Lender. Except as provided in Section 2.13(B), each Letter Request Table of Credit shall be issued no earlier than two (2) Business Days after delivery of the foregoing documents, which delivery may be by Borrowers to the Issuing Lender by facsimile transmission, telex or other electronic means followed by delivery of executed originals within five days thereafter. The documents so delivered Contents shall be in compliance with a form acceptable to the requirements set forth in Section 2.13(A) or Section 2.13(B)Administrative Agent, as the case may be, Issuer and the Borrower and shall specify therein specify: (iA) the stated amount of the Facility Letter of Credit requested, ; (iiB) the effective date (which day shall be a Business Day) of issuance of such requested Facility Letter of Credit, which shall be a Business Day, Credit (iiithe “Issuance Date”); (C) the date on which such requested Facility Letter of Credit is to expire, expire (ivwhich date shall comply with the provisions of Section 2.21 (b)(iv)); (D) the entity for whose benefit name of the Issuer chosen by the Borrower to issue the requested Facility Letter of Credit; (E) the purpose for which such Facility Letter of Credit is to be issued, which shall be a Borrower, ; and (vF) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to Person for whose benefit the requested Letter of Credit issuance and (vi) that the requested Facility Letter of Credit is to be a Cash Collateralized issued. At the time the Letter of CreditCredit Request is made, the Borrower shall also provide the Administrative Agent and the Issuer with a copy of the form (if specified by the beneficiary) of the Facility Letter of Credit it is requesting be issued. Such Letter of Credit Request, to be effective, must be received by such Issuer and the Administrative Agent not later than 2:00 p.m. (Chicago time) on the last Business Day on which a Letter of Credit Request can be given under this Section 2.21(c)(i). Promptly after receipt of any Letter of Credit Request, the Issuer shall confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Request from the Borrower and, if applicable. The delivery of not, the foregoing documents and information Issuer shall constitute an “Issuance Request” for purposes of this Agreement. promptly provide the Administrative Agent with a copy thereof. (ii) Subject to the terms and conditions of Section 2.13(A2.2 l(b) or Section 2.13(B), as the case may be, and provided that (A) the applicable conditions set forth in Section 2.11 Sections 5.01 and 5.02 hereof have been satisfiedsatisfied and (B) the Issuer shall have received written or telephonic notice from the Administrative Agent stating that the issuance of such Facility Letter of Credit would not violate Section 2.21(b), the Issuing Lender such Issuer shall, on the requested dateIssuance Date, issue a Facility Letter of Credit on behalf of Borrowers the Borrower in accordance with the Issuing LenderIssuer’s usual and customary business practices. In addition, any amendment of an existing practices unless the Issuer has actually received (1) written notice from the Borrower specifically revoking the Letter of Credit shall be deemed Request with respect to be an issuance of a new such Facility Letter of Credit or (2) written notice from a Facility A Lender, which complies with the provisions of Section 2.21(e)(i). (iii) Each Issuer shall promptly give the Administrative Agent and shall the Borrower written notice or telex notice, or telephonic notice confirmed promptly thereafter in writing, of the issuance, amendment, extension of cancellation of a Facility Letter of Credit (the “Issuance Notice”), together with (for the Borrower and the Administrative Agent) a copy of such Facility Letter of Credit (or amendment or extension thereof). Notices and copies of Facility Letters of Credit (or amendments or extensions thereof) required to be subject furnished to the requirements set forth aboveAdministrative Agent under this Table of Contents Section 2.21(c)(iii) shall also be delivered to Bank One, NA, Global Trade Financing Unit, 000 Xxxxx Xxxxxxxxx, Xxxx Xxxxx XX0-0000, Xxxxxxx, XX 00000 (Attention: Xxxxxxxxx Deal). The Issuing Lender shall give Agent prompt written notice Upon receipt of the issuance Issuance Notice, the Administrative Agent shall notify each Facility A Lender of any the issuance, amendment, extension or cancellation of such Facility Letter of Credit, which notice shall identify the Issuance Date, the Issuer, the amount and the expiration date of such Facility Letter of Credit (as amended or extended, if applicable). (iv) An Issuer shall not extend or amend any Facility Letter of Credit or allow a Facility Letter of Credit to be automatically extended unless the requirements of this Section 2.2 l(c) are met as though a new Facility Letter of Credit was being requested and issued.

Procedure for Issuance. (a) The appropriate Funds Administrator may from time to time request the Agent to direct the issuance of a Letter of Credit by delivering to the appropriate Agent a request for the issuance of a Letter of Credit in the form of Exhibit H annexed hereto (the "LETTER OF CREDIT REQUEST") no later than 1:00 P.M. (New York City time) at least three (3) Business Days (or such shorter period as may be agreed to by the appropriate Agent and the applicable Issuing Bank requested to issue such Letter of Credit) in advance of the proposed date of issuance. Prior to the date of issuance of each Letter of Credit, and as a condition of such issuance, including, without limitation any Cash Collateralized Letter of Credit or Post-Termination Letter of Credit, Borrowers the appropriate Funds Administrator shall deliver provide to the Issuing Lender (with appropriate Agent a copy precise description of the documents and the text of any certificate to Agent) a Master Letter of Credit Agreement signed be presented by the Borrowers, together with such other documents or items as may be required pursuant to the terms thereof, and the proposed form and content beneficiary of such Letter of Credit shall be reasonably satisfactory to Credit. Agent and the Issuing Lender. Except as provided in Section 2.13(B), each Letter of Credit Bank shall be issued no earlier than two (2) Business Days after delivery of have the foregoing documents, which delivery may be by Borrowers right to the Issuing Lender by facsimile transmission, telex or other electronic means followed by delivery of executed originals within five days thereafter. The documents so delivered shall be in compliance with the requirements set forth in Section 2.13(A) or Section 2.13(B), as the case may be, make any changes to any format and shall specify therein (i) the stated amount of the Letter of Credit requested, (ii) the effective date of issuance of such requested Letter of Credit, which shall be a Business Day, (iii) the date on which such requested Letter of Credit is text prior to expire, (iv) the entity for whose benefit the requested Letter of Credit is to be issued, which shall be a Borrower, (v) the aggregate amount of Letter of Credit Obligations which are outstanding and which will be outstanding after giving effect to the requested Letter of Credit issuance and (vi) that the requested Letter of Credit is to be a Cash Collateralized Letter of Credit, if applicable. The delivery of the foregoing documents and information shall constitute an “Issuance Request” for purposes of this Agreement. Subject to the terms and conditions of Section 2.13(A) or Section 2.13(B), as the case may be, and provided that the applicable conditions set forth in Section 2.11 hereof have been satisfied, the Issuing Lender shall, on the requested date, issue a Letter of Credit on behalf of Borrowers in accordance with the Issuing Lender’s usual and customary business practices. In addition, any amendment of an existing Letter of Credit shall be deemed to be an issuance of a new Letter of Credit and shall be subject to the requirements set forth above. The Issuing Lender shall give Agent prompt written notice of the issuance of any Letter of Credit. In the event that the Agent, in its sole discretion, elects not to issue such Letter of Credit, it shall promptly so notify the Funds Administrator and the Funds Administrator may then submit the Letter of Credit Request to another Issuing Bank. If all Issuing Banks elect not to issue such Letter of Credit, then notwithstanding the prior election of Agent not to issue such Letter of Credit, then (i) in the case of a standby Letter of Credit, Agent shall be the Issuing Lender with respect to such Letter of Credit and (ii) in the case of a commercial Letter of Credit, Agent may either elect to be the Issuing Bank with respect to such Letter of Credit or Agent may deny the Letter of Credit Request, in its sole discretion. If any Issuing Bank shall so request, the Funds Administrator shall in addition to the Letter of Credit Request, submit to the Issuing Bank such Issuing Bank's standard L/C Application; provided that in the event of a conflict between the covenants, terms and conditions of any such L/C Application and the covenants, terms and conditions of this Credit Agreement, the covenants, terms and conditions of this Credit Agreement shall govern. Promptly after the issuance of or amendment of any standby Letter of Credit, the Issuing Bank shall promptly notify the appropriate Agent and Funds Administrator, in writing, of such issuance or amendment, and such notice will be accompanied by a copy of such issuance or amendment. Promptly upon receipt of such notice, the Agent shall notify each other Lender of such issuance or amendment, and if so requested by any Lender, the Agent shall provide such Lender with a copy of such issuance or amendment. With regards to commercial Letters of Credit, each Issuing Lender shall on the first Business Day of each week furnish the US Agent or the Canadian Agent, as the case may be (with a copy to Borrowers), by facsimile, with a report of the daily aggregate outstanding commercial Letters of Credit issued by such Issuing Lender. (b) The transmittal by the Funds Administrator of each Letter of Credit Request shall be deemed to be a representation and warranty made by each of the Borrowers, both at the time of such transmittal and at the time of the issuance of the requested Letter of Credit, that the Letter of Credit may be issued in accordance with and will not violate any of the requirements of SECTION 3.1.