Common use of Request for Issuance Clause in Contracts

Request for Issuance. Whenever Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent and the Fronting Bank a Request for Issuance no later than 12:00 noon (Toronto time) at least three Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, no Letter of Credit shall require payment against a conforming demand for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such demand for payment is required to be presented is located) that such demand for payment is presented if such presentation is made after 1:00 p.m. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Request for Issuance.

Request for Issuance. Whenever Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent and the Fronting Bank a Request for Issuance no later than 12:00 noon 10:00 A.M. (Toronto California time) at least three Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.810.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, telefacsimile and Administrative Agent and Issuing Lenders Lender may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, no No Letter of Credit shall require payment against a conforming demand for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such demand for payment is required to be presented is located) that such demand for payment is presented if such presentation is made after 1:00 p.m. 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Request for Issuance.

Request for Issuance. Whenever Company desires the issuance of a Letter of Credit, it shall deliver to the proposed Issuing Lender (with a copy to Administrative Agent and if Administrative Agent is not the Fronting Bank proposed Issuing Lender) a Request for Issuance no later than 12:00 noon (Toronto San Francisco time) at least three Business DaysDays (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.810.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, telefacsimile and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, no No Letter of Credit shall require payment against a conforming demand for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such demand for payment is required to be presented is located) that on which such demand for payment is presented if such presentation is made after 1:00 p.m. 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Request for Issuance. Notwithstanding the foregoing, the Existing Letters of Credit shall be deemed issued on the Closing Date and shall be subject to the terms and conditions of this Agreement.

Request for Issuance. Whenever Company Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent and the Fronting Bank a Request for Issuance no later than 12:00 noon 2:00 P.M. (Toronto New York City time) at least three Business Days, Days or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.8Section 10.8, and not in limitation thereof, Company Borrower may submit Requests for Issuance by telefacsimile, telefacsimile or electronic mail and Administrative Agent and Issuing Lenders Lender may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, no No Letter of Credit shall require payment against a conforming demand for payment to be made thereunder on the same business day Business Day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such demand for payment is required to be presented is located) that on which such demand for payment is presented if such presentation is made after 1:00 p.m. 11:00 A.M. (in the time zone of such office of the Issuing Lender) on such business dayBusiness Day. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company Borrower is required to certify in the applicable Request for Issuance is no longer true true, correct and correct complete as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company Credit Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Request for Issuance.

Request for Issuance. Whenever Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent and the Fronting Bank a Request for Issuance no later than 12:00 noon 1:00 P.M (Toronto New York City time) at least three Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.810.7, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, telefacsimile and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, no No Letter of Credit shall require payment against a conforming demand for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such demand for payment is required to be presented is located) that such demand for payment is presented if such presentation is made after 1:00 p.m. P.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Request for Issuance.

Request for Issuance. Whenever Company Borrower desires the issuance issuance, amendment, renewal or extension of a Letter of Credit, it shall deliver to Administrative Agent and the Fronting Bank a an irrevocable Request for Issuance no later than 12:00 noon 1:00 P.M. (Toronto Los Angeles time) at least three Business DaysDays (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance, and shall specify (A) the amount of such Letter of Credit, (B) the date of issuance, amendment, renewal, or extension of such Letter of Credit, (C) the proposed expiration date of such Letter of Credit, (D) the name and address of the beneficiary of the Letter of Credit, and (E) such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit. The Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.810.8, and not in limitation thereof, Company Borrower may submit Requests for Issuance by telefacsimile, electronically and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, no No Letter of Credit shall require payment against a conforming demand for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such demand for payment is required to be presented is located) that on which such demand for payment is presented if such presentation is made after 1:00 p.m. 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company Borrower is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company Credit Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Request for Issuance.

Request for Issuance. Whenever Company desires The Borrower shall give the LC Bank at least three (3) Business Days' prior notice (effective upon receipt) of a request for the issuance of a Letter of Credit, it shall deliver to Administrative Agent and Credit specifying the Fronting Bank a Request for Issuance no later than 12:00 noon (Toronto time) at least three Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed each Letter of Credit is to be issued, and describing the proposed terms of such Letter of Credit and the nature of the transactions proposed to be supported thereby. Upon issuance of or any documents described amendments to a Standby Letter of Credit, the LC Bank shall promptly notify the Agent, and the Agent shall promptly notify each Lender of the contents thereof and of the amount of such Lender's participation in or attached such Standby Letter of Credit. The issuance by the LC Bank of each Letter of Credit shall, in addition to the Request for Issuanceconditions precedent set forth in Article III, and may require an application and/or indemnity of Company in be subject to the conditions precedent that such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, no Letter of Credit shall require payment against a conforming demand for payment be in such form and contain such terms as shall be satisfactory to be made thereunder on the same business day LC Bank and that the Borrower shall have executed and delivered such other instruments and agreements relating to such Letter of Credit as the LC Bank shall have reasonably requested. No Standby Letter of Credit shall have an expiration date extending beyond three (under the laws of the jurisdiction in which the office of the Issuing Lender to which such demand for payment is required to be presented is located3) that such demand for payment is presented if such presentation is made after 1:00 p.m. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) days prior to the Termination Date. No Commercial Letter of Credit shall have an expiration date extending beyond 180 days from the issuance of date nor have an expiration date less than 3 days prior to the Termination Date. In the event that the LC Bank issuing any Letter of Credit in is other than Bankers Trust, such LC Bank will send by facsimile transmission to the event that any Agent, promptly on the first Business Day of each week, the matters daily aggregate amount available for drawing under all Letters of Credit issued by such LC Bank for the previous week. The Agent shall deliver to which Company is required to certify in each Lender, upon the applicable Request for Issuance is no longer true end of each calendar month and correct as of the proposed date of issuance of such upon each Letter of CreditCredit fee payment, a report setting forth for such period the daily aggregate amounts available for drawing under all Letters of Credit issued by all XX Xxxxx and upon the issuance of any Letter of Credit, Company shall be deemed to have re-certified, as of the date of outstanding during such issuance, as to the matters to which Company is required to certify in the applicable Request for Issuanceperiod.

Request for Issuance. Whenever Company any Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent and the Fronting Bank a Request for Issuance of Letter of Credit in the form of Exhibit III annexed hereto no later than 12:00 noon Noon (Toronto New York time) at least three two (2) Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Request for Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) the Type of Letter of Credit and whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit expressed in Dollars or in a currency other than Dollars, (d) the expiration date of the Letter of Credit, (e) the name and address of the beneficiary, and (f) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s customary formdocuments. In furtherance of the provisions of subsection 12.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, no Letter of Credit shall require payment against a conforming demand for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such demand for payment is required to be presented is located) that such demand for payment is presented if such presentation is made after 1:00 p.m. (in the time zone of such office of the Issuing Lender) on such business day. Company Such Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent or one of its Affiliates is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company it is required to certify in the applicable Request for Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company Credit such Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company it is required to certify in the applicable Request for IssuanceIssuance of Letter of Credit.

Request for Issuance. Whenever Company desires the issuance of a Letter of CreditCredit (which, it for the avoidance of doubt, shall exclude the Existing Letters of Credit which remain outstanding on the Amendment No. 3 Effective Date), Company shall deliver to Administrative Agent and the Fronting Bank a Request for Issuance no later than 12:00 noon 2:00 P.M. (Toronto New York City time) at least three Business DaysDays (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.8Section 9.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, telefacsimile and Administrative Agent and Issuing Lenders Lender may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, no No Letter of Credit shall require payment against a conforming demand for payment to be made thereunder on the same business day Business Day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such demand for payment is required to be presented is located) that on which such demand for payment is presented if such presentation is made after 1:00 p.m. 11:00 A.M. (in the time zone of such office of the Issuing Lender) on such business dayBusiness Day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Request for Issuance.

Request for Issuance. Whenever Company Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent and the Fronting Bank applicable Issuing Lender a Request for Issuance no later than 12:00 noon Noon (Toronto New York City time) at least three Business DaysDays (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the such Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.810.8, and not in limitation thereof, Company Borrower may submit Requests for Issuance by telefacsimile, telefacsimile and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, no No Letter of Credit shall require payment against a conforming demand for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such demand for payment is required to be presented is located) that such demand for payment is presented if such presentation is made after 1:00 p.m. 10:00 A.M. (in the time zone of such office of the such Issuing Lender) on such business day. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company Borrower is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Request for Issuance.

Request for Issuance. Whenever Company any Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent and the Fronting Bank a Request for Issuance signed by the chief financial officer of Company and an officer of such Borrower no later than 12:00 noon Noon (Toronto New York City time) at least three Business DaysDays (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender Administrative Agent in any particular instance, in advance of the proposed date of issuance. The Issuing Lender, in its reasonable discretion, may require Borrower requesting the issuance of such Letter of Credit shall comply with any changes in the text 77 87 of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s customary form. In furtherance of Issuance requested by the provisions of subsection 12.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless or the Issuing Lender otherwise agrees, no Bank selected by Administrative Agent. No Letter of Credit shall require payment against a conforming demand for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender Bank to which such demand for payment is required to be presented is located) that such demand for payment is presented if such presentation is made after 1:00 p.m. 10:00 A.M. (in the time zone of such office of the Issuing LenderBank) on such business day. Company or the applicable Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit or the entering into by Administrative Agent of any related Letter of Credit Guaranty in the event that any of the matters to which Company or such Borrower is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company and such Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is and such Borrower are required to certify in the applicable Request for Issuance.

Request for Issuance. Whenever Company the Borrower desires the issuance -------------------- of a Letter of Credit, it shall deliver to Administrative the Agent and the Fronting Bank a Request request for Issuance issuance of a Letter of Credit no later than 12:00 noon 1:00 P.M. (Toronto New York time) at least three Business Days, or such shorter period as may be agreed to by the any Issuing Lender Bank in any particular instance, in advance of the proposed date of issuance. The request for issuance with respect to any Letter of Credit shall specify (i) the proposed date of issuance (which shall be a business day under the laws of the jurisdiction of the Issuing LenderBank) of such Letter of Credit, (ii) the face amount of such Letter of Credit, (iii) the expiration date of such Letter of Credit and (iv) the name and address of the beneficiary of such Letter of Credit. As soon as practicable after delivery of such request for issuance of a Letter of Credit, the Issuing Bank for such Letter of Credit shall be determined as provided in Section 1.13(C). Prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit which, if presented by such beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Bank to make payment under the Letter of Credit; provided that the Issuing Bank, in its reasonable discretionsole judgment, may require -------- changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agreesdocuments and certificates; and provided, further, that no -------- ------- Letter of Credit shall require payment against a conforming demand for payment draft to be made thereunder earlier than 1:00 P.M. in the time zone of the Issuing Bank on the same Business Day (which shall be a business day (under the laws of the jurisdiction in which the office of the Issuing Lender to Bank) next succeeding the Business Day (which such demand for payment is required to shall be presented is locateda business day under the laws of the jurisdiction of the Issuing Bank) that such demand for payment draft is presented if such presentation is made after 1:00 p.m. (in the time zone of such office of the Issuing Lender) on such business daypresented. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior In determining whether to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of pay under any Letter of Credit, Company the Issuing Bank shall be deemed responsible only to determine that the documents and certificates required to be delivered under that Letter of Credit have re-certified, as been delivered and that they comply on their face with the requirements of that Letter of Credit. Promptly after receipt of a request for issuance of a Letter of Credit and the determination of the date Issuing Bank thereof, the Agent shall notify each Bank of such the proposed issuance, as to the matters to which Company is required to certify identity of the Issuing Bank and the amount of each other Bank's respective participation therein, determined in the applicable Request for Issuanceaccordance with Section 1.13(A).

Request for Issuance. Whenever Company any Borrower desires the issuance of a Letter of Credit, it Borrowers’ Agent shall deliver to Administrative Agent and the Fronting Bank Issuing Lender a Request for Issuance Issuance, duly executed applications for such Letter of Credit and such other documents, instructions and agreements as may be required pursuant to the terms thereof no later than 12:00 noon 1:00 P.M. (Toronto New York City time) in the case of a Domestic Letter of Credit, and no later than 2:00 P.M. (London time) in the case of an Offshore Letter of Credit, at least three Business DaysDays (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application Issuance and/or indemnity of Company in such Issuing Lender’s customary formapplication. In furtherance of the provisions of subsection 12.810.10, and not in limitation thereof, Company Borrowers’ Agent may submit Requests for Issuance by telefacsimile, telefacsimile and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, no No Letter of Credit shall require payment against a conforming demand for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such demand for payment is required to be presented is located) that such demand for payment is presented if such presentation is made after 1:00 p.m. 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company Borrowers’ Agent shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company Borrowers’ Agent is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Request for Issuance.

Request for Issuance. Whenever Company desires Borrowers desire the issuance of a Letter of -------------------- Credit, it Borrowers shall deliver to Administrative Agent and the Fronting Bank a Request for Issuance of Letter of Credit in the form of Exhibit III annexed hereto and ----------- designating whether such issuance is requested under the Revolving A Loan Commitment or the Revolving B Loan Commitment no later than 12:00 noon Noon (Toronto New York City time) at least three one Business DaysDay (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity Issuance of Company in such Issuing Lender’s customary formLetter of Credit. In furtherance of the provisions of subsection 12.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, no Any Standby Letter of Credit issued by BTCo or an Affiliate must provide that drawings thereon shall require payment against a conforming demand for payment to be made thereunder on presentment of sight drafts in form and substance satisfactory to the same business day (under the laws of the jurisdiction in which the office of the applicable Issuing Lender to which such demand for payment is required to be presented is located) that such demand for payment is presented if such presentation is made after 1:00 p.m. (in the time zone and not on presentment of such office of the Issuing Lender) on such business dayany documentary requirements. Company Borrowers shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is Borrowers are required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company Credit Borrowers shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is Borrowers are required to certify in the applicable Request for IssuanceIssuance of Letter of Credit.

Request for Issuance. Whenever Company the Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative the Agent and the Fronting Bank a Request request for Issuance issuance of a Letter of Credit no later than 12:00 noon Noon (Toronto New York time) at least three Business Days, or such shorter period as may be agreed to by the any Issuing Lender Bank in any particular instance, in advance of the proposed date of issuance. The request for issuance with respect to any Letter of Credit shall specify (i) the proposed date of issuance (which shall be a business day under the laws of the jurisdiction of the Issuing LenderBank) of such Letter of Credit, (ii) the face amount of such Letter of Credit, (iii) the expiration date of such Letter of Credit and (iv) the name and address of the beneficiary of such Letter of Credit. As soon as practicable after delivery of such request for issuance of a Letter of Credit, the Issuing Bank for such Letter of Credit shall be determined as provided in Section 1.10(c). Prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit which, if presented by such beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Bank to make payment under the Letter of Credit; PROVIDED that the Issuing Bank, in its reasonable discretionsole judgment, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agreesdocuments and certificates; and PROVIDED, FURTHER, that no Letter of Credit shall require payment against a conforming demand for payment draft to be made thereunder earlier than Noon in the time zone of the Issuing Bank on the same Business Day (which shall be a business day (under the laws of the jurisdiction in which the office of the Issuing Lender to Bank) next succeeding the Business Day (which such demand for payment is required to shall be presented is locateda Business Day under the laws of the jurisdiction of the Issuing Bank) that such demand for payment draft is presented if such presentation is made after 1:00 p.m. (in the time zone of such office of the Issuing Lender) on such business daypresented. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior In determining whether to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of pay under any Letter of Credit, Company the Issuing Bank shall be deemed responsible only to determine that the documents and certificates required to be delivered under that Letter of Credit have re-certified, as been delivered and that they comply on their face with the requirements of that Letter of Credit. Promptly after receipt of a request for issuance of a Letter of Credit and the determination of the date Issuing Bank thereof, the Agent shall notify each Bank of such the proposed issuance, as to the matters to which Company is required to certify identity of the Issuing Bank and the amount of each other Bank's respective participation therein, determined in the applicable Request for Issuanceaccordance with Section 1.10(a).

Request for Issuance. Whenever Company the Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative the Agent and the Fronting Bank a Request request for Issuance issuance of a Letter of Credit no later than 12:00 noon Noon (Toronto New York time) at least three Business Days, or such shorter period as may be agreed to by the any Issuing Lender Bank in any particular instance, in advance of the proposed date of issuance. The request for issuance with respect to any Letter of Credit shall specify (i) the proposed date of issuance (which shall be a business day under the laws of the jurisdiction of the Issuing LenderBank) of such Letter of Credit, (ii) the face amount of such Letter of Credit, (iii) the expiration date of such Letter of Credit and (iv) the name and address of the beneficiary of such Letter of Credit. As soon as practicable after delivery of such request for issuance of a Letter of Credit, the Issuing Bank for such Letter of Credit shall be determined as provided in Section 1.13(c). Prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit which, if presented by such beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Bank to make payment under the Letter of Credit; provided that the Issuing Bank, in its reasonable discretionsole judgment, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agreesdocuments and certificates; and provided, further, that no Letter of Credit shall require payment against a conforming demand for payment draft to be made thereunder earlier than Noon in the time zone of the Issuing Bank on the same Business Day (which shall be a business day (under the laws of the jurisdiction in which the office of the Issuing Lender to Bank) next succeeding the Business Day (which such demand for payment is required to shall be presented is locateda Business Day under the laws of the jurisdiction of the Issuing Bank) that such demand for payment draft is presented if such presentation is made after 1:00 p.m. (in the time zone of such office of the Issuing Lender) on such business daypresented. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior In determining whether to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of pay under any Letter of Credit, Company the Issuing Bank shall be deemed responsible only to determine that the documents and certificates required to be delivered under that Letter of Credit have re-certified, as been delivered and that they comply on their face with the requirements of that Letter of Credit. Promptly after receipt of a request for issuance of a Letter of Credit and the determination of the date Issuing Bank thereof, the Agent shall notify each Bank of such the proposed issuance, as to the matters to which Company is required to certify identity of the Issuing Bank and the amount of each other Bank's respective participation therein, determined in the applicable Request for Issuanceaccordance with Section 1.13(a).

Request for Issuance. Whenever the Company desires the issuance of a Letter of Credit, it shall deliver to the proposed Issuing Lender (with a copy to the Administrative Agent and the Fronting Bank Agent) a Request for Issuance no later than 12:00 noon Noon (Toronto New York City time) at least three Business DaysDays (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in 68 CREDIT AGREEMENT or attached to the Request for Issuance. In addition to the foregoing, the Request for Issuance shall be accompanied by the Company's execution and may require an application and/or indemnity delivery of Company in any Letter of Credit application, reimbursement agreement or similar document, instrument or agreement (including, without limitation, any master agreement governing all Letters of Credit to be issued by such Issuing Lender’s customary formLender or its Designated Issuer) as the applicable Issuing Lender shall have reasonably requested. In furtherance of the provisions of subsection 12.811.8, and not in limitation thereof, the Company may submit Requests for Issuance by telefacsimile, telefacsimile and the Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, no No Letter of Credit shall require payment against a conforming demand for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender or Designated Issuer to which such demand for payment is required to be presented is located) that such demand for payment is presented if such presentation is made after 1:00 p.m. 10:00 A.M. (in the time zone of such office of the Issuing LenderLender or Designated Issuer) on such business day. The Company shall notify the applicable Issuing Lender (and Administrative Agent, if the Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which the Company is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Credit the Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which the Company is required to certify in the applicable Request for Issuance.

Request for Issuance. Whenever Company the Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative the Agent and the Fronting Bank a Request request for Issuance issuance of a Letter of Credit no later than 12:00 noon Noon (Toronto New York time) at least three Business Days, or such shorter period as may be agreed to by the any Issuing Lender Bank in any particular instance, in advance of the proposed date of issuance. The request for issuance with respect to any Letter of Credit shall specify (i) the proposed date of issuance (which shall be a business day under the laws of the jurisdiction of the Issuing LenderBank) of such Letter of Credit, (ii) the face amount of such Letter of Credit, (iii) the expiration date of such Letter of Credit and (iv) the name and address of the beneficiary of such Letter of Credit. As soon as practicable after delivery of such request for issuance of a Letter of Credit, the Issuing Bank for such Letter of Credit shall be determined as provided in Section 1.10(c). Prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit which, if presented by such beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Bank to make payment under the Letter of Credit; provided that the Issuing Bank, in its reasonable discretionsole judgment, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agreesdocuments and certificates; and provided, further, that no Letter of Credit shall require payment against a conforming demand for payment draft to be made thereunder earlier than Noon in the time zone of the Issuing Bank on the same Business Day (which shall be a business day (under the laws of the jurisdiction in which the office of the Issuing Lender to Bank) next succeeding the Business Day (which such demand for payment is required to shall be presented is locateda Business Day under the laws of the jurisdiction of the Issuing Bank) that such demand for payment draft is presented if such presentation is made after 1:00 p.m. (in the time zone of such office of the Issuing Lender) on such business daypresented. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior In determining whether to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of pay under any Letter of Credit, Company the Issuing Bank shall be deemed responsible only to determine that the documents and certificates required to be delivered under that Letter of Credit have re-certified, as been delivered and that they comply on their face with the requirements of that Letter of Credit. Promptly after receipt of a request for issuance of a Letter of Credit and the determination of the date Issuing Bank thereof, the Agent shall notify each Bank of such the proposed issuance, as to the matters to which Company is required to certify identity of the Issuing Bank and the amount of each other Bank's respective participation therein, determined in the applicable Request for Issuanceaccordance with Section 1.10(a).

Request for Issuance. Whenever Company desires Borrowers desire the issuance of -------------------- a Letter of Credit, it Borrowers' Agent shall deliver to Administrative Agent and the Fronting Bank Agen a Request for Issuance 62 of a Letter of Credit no later than 12:00 noon Noon (Toronto New York City time) at least three Business DaysDays (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity Issuance of Company in such Issuing Lender’s customary formLetter of Credit. In furtherance of the provisions of subsection 12.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, no Any Letter of Credit shall require payment against a conforming demand for payment to be made thereunder on issued by BTCo or an Affiliate must provide that the same business day (under the laws only type of the jurisdiction in draft which the office of the Issuing Lender to which such demand for payment is required to may be presented thereunder is locateda sight draft (together with any required drawing certificates) that such demand for payment is presented if such presentation is made after 1:00 p.m. (in form and substance satisfactory to the time zone of such office of the applicable Issuing Lender) on such business day. Company Borrowers' Agent shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is Borrowers are required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company Credit Borrowers shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is Borrowers are required to certify in the applicable Request for IssuanceIssuance of Letter of Credit.

Request for Issuance. Whenever Company the Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative the Agent and the Fronting Bank a Request request for Issuance issuance of a Letter of Credit no later than 12:00 noon 1:00 P.M. (Toronto New York time) at least three Business Days, or such shorter period as may be agreed to by the any Issuing Lender Bank in any particular instance, in advance of the proposed date of issuance. The request for issuance with respect to any Letter of Credit shall specify (i) the proposed date of issuance (which shall be a business day under the laws of the jurisdiction of the Issuing LenderBank) of such Letter of Credit, (ii) the face amount of such Letter of Credit, (iii) the expiration date of such Letter of Credit and (iv) the name and address of the beneficiary of such Letter of Credit. As soon as practicable after delivery of such request for issuance of a Letter of Credit, the Issuing Bank for such Letter of Credit shall be determined as provided in Section 1.13(C). Prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit which, if presented by such beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Bank to make payment under the Letter of Credit; provided that the Issuing Bank, in its reasonable discretionsole judgment, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agreesdocuments and certificates; and provided, further, that no Letter of Credit shall require payment against a conforming demand for payment draft to be made thereunder earlier than 1:00 P.M. in the time zone of the Issuing Bank on the same Business Day (which shall be a business day (under the laws of the jurisdiction in which the office of the Issuing Lender to Bank) next succeeding the Business Day (which such demand for payment is required to shall be presented is locateda business day under the laws of the jurisdiction of the Issuing Bank) that such demand for payment draft is presented if such presentation is made after 1:00 p.m. (in the time zone of such office of the Issuing Lender) on such business daypresented. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior In determining whether to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of pay under any Letter of Credit, Company the Issuing Bank shall be deemed responsible only to determine that the documents and certificates required to be delivered under that Letter of Credit have re-certified, as been delivered and that they comply on their face with the requirements of that Letter of Credit. Promptly after receipt of a request for issuance of a Letter of Credit and the determination of the date Issuing Bank thereof, the Agent shall notify each Bank of such the proposed issuance, as to the matters to which Company is required to certify identity of the Issuing Bank and the amount of each other Bank's respective participation therein, determined in the applicable Request for Issuanceaccordance with Section 1.13(A).

Request for Issuance. Whenever Company desires The Borrower shall give the LC Bank at least three (3) Business Days' prior notice (effective upon receipt) of a request for the issuance of a Letter of Credit, it shall deliver to Administrative Agent and Credit specifying the Fronting Bank a Request for Issuance no later than 12:00 noon (Toronto time) at least three Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed each Letter of Credit is to be issued, and describing the proposed terms of such Letter of Credit and the nature of the transactions proposed to be supported thereby. Upon issuance of or any documents described amendments to a Standby Letter of Credit, the LC Bank shall promptly notify the Agent, and the Agent shall promptly notify each Lender of the contents thereof and of the amount of such Lender's participation in or attached such Standby Letter of Credit. The issuance by the LC Bank of each Letter of Credit shall, in addition to the Request for Issuanceconditions precedent set forth in Article III, and may require an application and/or indemnity of Company in be subject to the conditions precedent that such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, no Letter of Credit shall require payment against a conforming demand for payment be in such form and contain such terms as shall be satisfactory to be made thereunder on the same business day LC Bank and that the Borrower shall have executed and delivered such other instruments and agreements relating to such Letter of Credit as the LC Bank shall have reasonably requested. No Standby Letter of Credit (under the laws of the jurisdiction other than those listed in which the office of the Issuing Lender to which such demand for payment is required to be presented is locatedSchedule IX) that such demand for payment is presented if such presentation is made after 1:00 p.m. shall have an expiration date extending beyond three (in the time zone of such office of the Issuing Lender3) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) days prior to the Termination Date. No Commercial Letter of Credit (other than those listed in Schedule IX) shall have an expiration date extending beyond 180 days from the issuance of date nor have an expiration date less than 3 days prior to the Termination Date. In the event that the LC Bank issuing any Letter of Credit in is other than Bankers Trust, such LC Bank will send by facsimile transmission to the event that any Agent, promptly on the first Business Day of each week, the matters daily aggregate amount available for drawing under all Letters of Credit issued by such LC Bank for the previous week. The Agent shall deliver to which Company is required to certify in each Lender, upon the applicable Request for Issuance is no longer true end of each calendar month and correct as of the proposed date of issuance of such upon each Letter of CreditCredit fee payment, a report setting forth for such period the daily aggregate amounts available for drawing under all Letters of Credit issued by all XX Xxxxx and upon the issuance of any Letter of Credit, Company shall be deemed to have re-certified, as of the date of outstanding during such issuance, as to the matters to which Company is required to certify in the applicable Request for Issuanceperiod.

Request for Issuance. Whenever Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent and the Fronting Bank a Request for Issuance of Letter of Credit in the form of Exhibit III annexed hereto no later than 12:00 noon Noon (Toronto New York City time) at least three five Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Request for Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (f) the name and address of the beneficiary, and (g) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, no Letter of Credit shall require payment against a conforming demand for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such demand for payment is required to be presented is located) that such demand for payment is presented if such presentation is made after 1:00 p.m. (in the time zone of such office of the Issuing Lender) on such business daydocuments. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Request for IssuanceIssuance of Letter of Credit.

Request for Issuance. Whenever Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent and the Fronting Bank a Request for Issuance no later than 12:00 noon (Toronto time) at least three Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, no Each Letter of Credit shall require payment against be issued, extended, or have the Available Amount increased or decreased upon request, given not later than 12:00 (noon) (New York City time) on the fifth Business Day (or, in the case of a conforming demand for payment DSRA Letter of Credit to be made thereunder issued on the same business day (under Closing Date, the laws of the jurisdiction in which the office of the Issuing Lender to which such demand for payment is required to be presented is located) that such demand for payment is presented if such presentation is made after 1:00 p.m. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lendersecond Business Day) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance is no longer true and correct as date of the proposed date of issuance issuance, extension, increase or decrease, as applicable, of such Letter of Credit, by BEC to the Administrative Agent, which shall give to the relevant Issuing Bank prompt notice thereof by telecopier or electronic communication. Each such request for issuance, extension, increase or decrease of the Available Amount of a Letter of Credit shall be in substantially the form of Exhibit P-1 (an “L/C Credit Extension Request”), and upon if requested by the Issuing Bank, a Letter of Credit application in such Issuing Bank’s standard form (“Letter of Credit Application”). No Issuing Bank shall be required to issue a Letter of Credit prior to the satisfaction of all applicable Issuing Bank customary procedures until such time as such Issuing Bank and the Borrowers have agreed on the form and substance of such Working Capital Letter of Credit; provided that no Issuing Bank shall unreasonably delay the issuance of any such Working Capital Letter of Credit or unreasonably reject any provisions required by the Borrowers to be included in or omitted from such Working Capital Letter of Credit. Each Issuing Bank will, upon fulfillment or waiver of the applicable conditions set forth in Article V, make such Letter of Credit available to the Borrowers at its office referred to in Section 11.01 or as otherwise agreed with the Borrowers in connection with such issuance. Notwithstanding anything herein to the contrary, no Issuing Bank shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, Company or any law applicable to such Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall be deemed prohibit, or direct that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to have re-certifiedsuch Letter of Credit any restriction, as of the date of reserve or capital requirement (for which such issuanceIssuing Bank is not otherwise compensated hereunder), as to the matters to or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense (for which Company such Issuing Bank is required to certify in the applicable Request for Issuancenot otherwise compensated hereunder).

Request for Issuance. Whenever Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent and the Fronting Bank a Request for Issuance no later than 12:00 noon (Toronto time) at least three Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s 's customary form. In furtherance of the provisions of subsection 12.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, no Letter of Credit shall require payment against a conforming demand for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such demand for payment is required to be presented is located) that such demand for payment is presented if such presentation is made after 1:00 p.m. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Request for Issuance.

Request for Issuance. Whenever Company desires the issuance of -------------------- a Letter of Credit, it shall deliver to Administrative Agent and the Fronting Bank a Request for Issuance of Letter of Credit substantially in the form of Exhibit III annexed hereto no ----------- later than 12:00 noon Noon (Toronto New York City time) at least three Business Days, Days or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Request for Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) the face amount of the Letter of Credit, (c) whether the Letter of Credit is requested to be denominated in Dollars or in Canadian Dollars, (d) the expiration date of the Letter of Credit, (e) the name and address of the beneficiary, and (f) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require -------- changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuancesuch documents; and provided, and may require an application and/or indemnity of Company in such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, further that no Letter of Credit shall require payment -------- ------- against a conforming demand for payment draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such demand for payment draft is required to be presented is located) that such demand for payment draft is presented if such presentation is made after 1:00 p.m. 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Request for IssuanceIssuance of Letter of Credit.

Request for Issuance. Whenever Company desires the issuance of a Letter of Credit, it shall deliver to a Revolving Lender (which shall be the Issuing Lender with respect thereto), with a copy to Administrative Agent and the Fronting Bank Agent, a Request for Issuance no later than 12:00 noon 2:00 P.M. (Toronto New York City time) at least three Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.810.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, telefacsimile and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, no No Letter of Credit shall require payment against a conforming demand for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such demand for payment is required to be presented is located) that such demand for payment is presented if such presentation is made after 1:00 p.m. 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance is no longer true and correct in all material respects as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Request for Issuance.

Request for Issuance. Whenever Company the U.K. Borrower desires the issuance of a U.K. Swingline Letter of Credit, it shall deliver to the U.K. Swingline Bank (with a copy to the Administrative Agent and the Fronting Bank Agent) a Request request for Issuance issuance of a U.K. Swingline Letter of Credit no later than 12:00 noon Noon (Toronto London time) at least three Business Days, or such shorter period as may be agreed to by the Issuing Lender U.K. Swingline Bank in any particular instance, in advance of the proposed date of issuance; provided that a U.K. Swingline Letter of Credit denominated in a currency other than U.S. Dollars, Canadian Dollars or Pounds Sterling will be issued as soon as available, which may be more than three Business Days after the request therefor. The Issuing Lenderrequest for issuance with respect to any U.K. Swingline Letter of Credit shall specify (i) the proposed date of issuance (which shall be a business day in London and Chicago) of such U.K. Swingline Letter of Credit, (ii) the face amount and currency of such U.K. Swingline Letter of Credit, (iii) the expiration date of such U.K. Swingline Letter of Credit and (iv) the name and address of the beneficiary of such U.K. Swingline Letter of Credit. Prior to the date of issuance, the U.K. Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such U.K. Swingline Letter of Credit which, if presented by such beneficiary prior to the expiration date of the U.K. Swingline Letter of Credit, would require the U.K. Swingline Bank to make payment under the U.K. Swingline Letter of Credit; provided that the U.K. Swingline Bank, in its reasonable discretionsole judgment, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agreesdocuments and certificates; and provided, further, that no U.K. Swingline Letter of Credit shall require payment against a conforming demand for payment draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such demand for payment is required to be presented is located) that such demand for payment is presented if such presentation is made after 1:00 p.m. (earlier than Noon in the time zone of the U.K. Swingline Bank on the Business Day (which shall be a business day under the laws of London and Chicago) three Business Days following the Business Day (which shall be a Business Day under the laws of London and Chicago) that such office of the Issuing Lender) on such business daydraft is presented. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior In determining whether to the issuance of pay under any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such U.K. Swingline Letter of Credit, the U.K. Swingline Bank shall be responsible only to determine that the documents and upon certificates required to be delivered under that U.K. Swingline Letter of Credit have been delivered and that they comply on their face with the issuance requirements of any that U.K. Swingline Letter of Credit. Following the occurrence of a Default or an Event of Default, Company shall be deemed the U.K. Swingline Bank may require the U.K. Borrower to have re-certifieddeposit cash collateral with the U.K. Swingline Bank having a value, as determined by the U.K. Swingline Bank, equal to 105% of the date aggregate face amount of such issuance, as to the matters to which Company is required to certify in the applicable Request for Issuanceall U.K. Swingline Letters of Credit.

Request for Issuance. Whenever Company desires the issuance of a Letter of CreditCredit (which, it for the avoidance of doubt, shall exclude the Existing Letters of Credit which remain outstanding on the Effective Date), Company shall deliver to Administrative Agent and the Fronting Bank a Request for Issuance no later than 12:00 noon 2:00 P.M. (Toronto New York City time) at least three Business DaysDays (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender Xxxxxxx Xxxxxx in any particular instance, in advance of the proposed date of issuance. The Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.8Section 9.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, telefacsimile and Administrative Agent and Issuing Lenders Lender may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, no No Letter of Credit shall require payment against a conforming demand for payment to be made thereunder on the same business day Business Day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such demand for payment is required to be presented is located) that on which such demand for payment is presented if such presentation is made after 1:00 p.m. 11:00 A.M. (in the time zone of such office of the Issuing Lender) on such business dayBusiness Day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Request for Issuance.

Request for Issuance. Whenever Company desires the issuance of a Letter of CreditCredit (which, it for the avoidance of doubt, shall exclude the Existing Letters of Credit which remain outstanding on the Effective Date), Company shall deliver to Administrative Agent and the Fronting Bank a Request for Issuance no later than 12:00 noon 2:00 P.M. (Toronto New York City time) at least three Business DaysDays (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.8Section 9.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, telefacsimile and Administrative Agent and Issuing Lenders Lender may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, no No Letter of Credit shall require payment against a conforming demand for payment to be made thereunder on the same business day Business Day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such demand for payment is required to be presented is located) that on which such demand for payment is presented if such presentation is made after 1:00 p.m. 11:00 A.M. (in the time zone of such office of the Issuing Lender) on such business dayBusiness Day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Request for Issuance.

Request for Issuance. Whenever Company desires the issuance of a Letter of Credit, it shall deliver to the proposed Issuing Lender (with a copy to Administrative Agent and if Administrative Agent is not the Fronting Bank proposed Issuing Lender) a Request for Issuance no later than 12:00 noon (Toronto San Francisco time) at least three Business DaysDays (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.810.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, telefacsimile and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, no No Letter of Credit shall require payment against a conforming demand for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such demand for payment is required to be presented is located) that on which such demand for payment is presented if such presentation is made after 1:00 p.m. 10:00 a.m. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Request for Issuance. Notwithstanding the foregoing, the Existing Letters of Credit shall be deemed issued on the Closing Date and shall be subject to the terms and conditions of this Agreement.

Request for Issuance. Whenever the Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent and the Fronting Bank Issuing Lender a Request for Issuance in the form of Exhibit B-3 annexed hereto no later than 12:00 noon 1:00 P.M. (Toronto New York time) at least three five Business Days, or such shorter period as may be agreed to by the any Issuing Lender in any particular instance, in advance of the proposed date of issuance. Such Issuing Lender shall immediately notify the Agent of such Request for Issuance. The Request for Issuance with respect to any Letter of Credit shall specify (i) the proposed date of issuance (which shall be a business day under the laws of the jurisdiction of the Issuing Lender) of such Letter of Credit, (ii) the face amount of such Letter of Credit, (iii) the expiration date of such Letter of Credit and (iv) the name and address of the beneficiary of such Letter of Credit. As soon as practicable after delivery of such Request for Issuance, the Issuing Lender for such Letter of Credit shall be determined as provided in Section 2.14(c). Prior to the date of issuance, the Company shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit which, if presented by such beneficiary on or before the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretionsole judgment, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agreesdocuments and certificates; and provided, further, that no Letter of Credit shall require payment against a conforming demand for payment draft to be made thereunder earlier than 1:00 P.M. in the time zone of the Issuing Lender on the same Business Day (which shall be a business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such demand for payment is required to be presented is located) that such demand for payment is presented if such presentation is made after 1:00 p.m. (in the time zone of such office of the Issuing Lender) on such next succeeding the Business Day (which shall be a business day. Company shall notify day under the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such laws of the jurisdiction of the Issuing Lender) prior that such draft or other form of demand for payment is presented. In determining whether to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of pay under any Letter of Credit, Company the Issuing Lender shall be deemed responsible only to have re-certified, as of determine that the date of such issuance, as to the matters to which Company is documents and certificates required to certify in be delivered under that Letter of Credit have been delivered and that they comply on their face with the applicable Request for Issuancerequirements of that Letter of Credit.

Request for Issuance. Whenever Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent and the Fronting Bank a Request for Issuance no later than 12:00 noon 1:00 P.M. (Toronto New York City time) at least three Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.810.7, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, telefacsimile and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, no No Letter of Credit shall require payment against a conforming demand for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such demand for payment is required to be presented is located) that such demand for payment is presented if such presentation is made after 1:00 p.m. P.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Request for Issuance.

Request for Issuance. Whenever Company Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent and the Fronting Bank a Request for Issuance no later than 12:00 noon 1:00 p.m. (Toronto Pacific time) at least three Business DaysDays (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.810.8, and not in limitation thereof, Company Borrower may submit Requests for Issuance by telefacsimile, telefacsimile and Administrative Agent and Issuing Lenders Lender may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, no No Letter of Credit shall require payment against a conforming demand for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such demand for payment is required to be presented is located) that on which such demand for payment is presented if such presentation is made after 1:00 p.m. 11:00 a.m. (in the time zone of such office of the Issuing LenderPacific time) on such business day. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company Borrower is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company Credit Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Request for Issuance.

Request for Issuance. Whenever Company desires the issuance of a Letter of Credit, it shall deliver to a Revolving Lender (which shall be the Issuing Lender with respect thereto), with a copy to Administrative Agent and the Fronting Bank Agent, a Request for Issuance no later than 12:00 noon 2:00 P.M. (Toronto New York City time) at least three Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.810.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, telefacsimile and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, no No Letter of Credit shall require payment against a conforming demand for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such demand for payment is required to be presented is located) that on which such demand for payment is presented if such presentation is made after 1:00 p.m. 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance is no longer true and correct in all material respects as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Request for Issuance.

Request for Issuance. Whenever Company Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent and the Fronting Bank applicable Issuing Lender a Request for Issuance no later than 12:00 noon Noon (Toronto New York City time) at least three Business DaysDays (in the case of Standby Letters of Credit or Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the such Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Such Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.810.8, and not in limitation thereof, Company Borrower may submit Requests for Issuance by telefacsimile, telefacsimile and Administrative Agent and the applicable Issuing Lenders Lender may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, no No Letter of Credit shall require payment against a conforming demand for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the applicable Issuing Lender to which such demand for payment is required to be presented is located) that such demand for payment is presented if such presentation is made after 1:00 p.m. 10:00 A.M. (in the time zone of such office of the such Issuing Lender) on such business day. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company Borrower is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Request for Issuance.

Request for Issuance. Whenever Company the Borrower desires the issuance of a Letter of Credit, it shall deliver to the Administrative Agent and the Fronting Bank a Request request for Issuance issuance of a Letter of Credit no later than 12:00 noon 1:00 P.M. (Toronto New York time) at least three Business Days, or such shorter period as may be agreed to by the any Issuing Lender Bank in any particular instance, in advance of the 24 -18- proposed date of issuance. The request for issuance with respect to any Letter of Credit shall specify (i) the proposed date of issuance (which shall be a business day under the laws of the jurisdiction of the Issuing LenderBank) of such Letter of Credit, (ii) the face amount of such Letter of Credit, (iii) the expiration date of such Letter of Credit and (iv) the name and address of the beneficiary of such Letter of Credit. As soon as practicable after delivery of such request for issuance of a Letter of Credit, the Issuing Bank for such Letter of Credit shall be determined as provided in Section 1.13(c). Prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit which, if presented by such beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Bank to make payment under the Letter of Credit; provided that the Issuing Bank, in its reasonable discretionsole judgment, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agreesdocuments and certificates; and provided, further, that no Letter of Credit shall require payment against a conforming demand for payment draft to be made thereunder earlier than 1:00 P.M. in the time zone of the Issuing Bank on the same Business Day (which shall be a business day (under the laws of the jurisdiction in which the office of the Issuing Lender to Bank) next succeeding the Business Day (which such demand for payment is required to shall be presented is locateda Business Day under the laws of the jurisdiction of the Issuing Bank) that such demand for payment draft is presented if such presentation is made after 1:00 p.m. (in the time zone of such office of the Issuing Lender) on such business daypresented. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior In determining whether to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of pay under any Letter of Credit, Company the Issuing Bank shall be deemed responsible only to determine that the documents and certificates required to be delivered under that Letter of Credit have re-certified, as been delivered and that they comply on their face with the requirements of that Letter of Credit. Promptly after receipt of a request for issuance of a Letter of Credit and the determination of the date Issuing Bank thereof, the Administrative Agent shall notify each Bank of such the proposed issuance, as to the matters to which Company is required to certify identity of the Issuing Bank and the amount of each other Bank's respective participation therein, determined in the applicable Request for Issuanceaccordance with Section 1.13(a).

Request for Issuance. Whenever Company desires A Borrower may from time to time request, upon at least three Letter of Credit Business Days’ written notice (given not later than 11:00 a.m. New York City time on the last day permitted therefor), the applicable Issuing Bank to issue or renew (other than any automatic renewal thereof) a Letter of Credit by: (i) delivering to such Issuing Bank and the Administrative Agent a written request to such effect, specifying the date on which such Letter of Credit is to be issued (which shall be a Letter of Credit Business Day), the expiration date thereof, the Available Amount thereof, the name and address of the beneficiary thereof and the form thereof, and (ii) in the case of the issuance of a Letter of Credit, it shall deliver delivering to such Issuing Bank a completed agreement and application with respect to such Letter of Credit as such Issuing Bank may specify for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”), together with such other certificates, documents and other papers as are specified in such Letter of Credit Agreement. The Administrative Agent and shall, promptly upon receiving such notice, notify the Fronting Bank a Request for Issuance no later than 12:00 noon (Toronto time) at least three Business Days, or Lenders of such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit (which notice shall specify the Available Amount and term of such proposed Letter of Credit) or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity such proposed renewal of Company in such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, no a Letter of Credit (which notice shall require payment against a conforming demand for payment to be made thereunder specify the term of such renewal), and shall determine, as of 11:00 a.m. (New York City time) on the same business day (under Business Day immediately preceding such proposed issuance, whether such proposed Letter of Credit complies with the laws limitations set forth in Section 2.01 hereof. If such limitations set forth in Section 2.01 are not satisfied or if the Required Lenders have given notice to the Administrative Agent to cease issuing or renewing Letters of Credit as contemplated by this Agreement, the jurisdiction in which the office of the Issuing Lender to which such demand for payment is required to be presented is located) that such demand for payment is presented if such presentation is made after 1:00 p.m. (in the time zone of such office of the Issuing Lender) on such business day. Company Administrative Agent shall immediately notify the applicable Issuing Lender Bank (and Administrative Agent, if Administrative Agent in writing or by telephone immediately confirmed in writing) that such Issuing Bank is not authorized to issue or renew, as the case may be, such Issuing Lender) prior to the issuance of any Letter of Credit in Credit. If an Issuing Bank issues or renews a Letter of Credit, it shall deliver the event that any of the matters to which Company is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance original of such Letter of CreditCredit to the beneficiary thereof or as the Account Party shall otherwise direct, and upon shall promptly notify the issuance of any Letter of Credit, Company shall be deemed to have re-certified, as of the date of such issuance, as Administrative Agent thereof and furnish a copy thereof to the matters to which Company is required to certify in the applicable Request for IssuanceAdministrative Agent.

Request for Issuance. Whenever Company desires Borrowers desire the issuance of a Letter of Credit, it Borrowers shall deliver to Administrative DIP Agent and the Fronting Bank a Request for Issuance of Letter of Credit in the form of Exhibit III annexed hereto and designating whether such issuance is requested under the Revolving A DIP Loan Commitment or the Revolving B DIP Loan Commitment no later than 12:00 noon Noon (Toronto New York City time) at least three one Business DaysDay (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuing DIP Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity Issuance of Company in such Issuing Lender’s customary formLetter of Credit. In furtherance of the provisions of subsection 12.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, no Any Letter of Credit must provide that drawings thereon shall require payment against be payable on a conforming demand for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such demand for payment is required to be presented is located) that such demand for payment is presented if such presentation is made after 1:00 p.m. (in the time zone of such office of the Issuing Lender) on such business daysight basis. Company Borrowers shall notify the applicable Issuing DIP Lender (and Administrative DIP Agent, if Administrative DIP Agent is not such Issuing DIP Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is Borrowers are required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company Credit Borrowers shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is Borrowers are required to certify in the applicable Request for IssuanceIssuance of Letter of Credit.

Request for Issuance. Whenever Company Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent and the Fronting Bank a Request for Issuance no later than 12:00 noon 1:00 P.M. (Toronto Los Angeles time) at least three Business DaysDays (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.810.8, and not in limitation thereof, Company Borrower may submit Requests for Issuance by telefacsimile, electronically and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, no No Letter of Credit shall require payment against a conforming demand for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such demand for payment is required to be presented is located) that on which such demand for payment is presented if such presentation is made after 1:00 p.m. 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company Borrower is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company Credit Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Request for Issuance.

Request for Issuance. Whenever Company the Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative the Agent and the Fronting Bank a Request request for Issuance issuance of a Letter of Credit no later than 12:00 noon 1:00 P.M. (Toronto New York time) at least three Business Days, or such shorter period as may be agreed to by the any Issuing Lender Bank in any particular instance, in advance of the proposed date of issuance. The request for issuance with respect to any Letter of Credit shall specify (i) the proposed date of issuance (which shall be a business day under the laws of the jurisdiction of the Issuing LenderBank) of such Letter of Credit, (ii) the face amount of such Letter of Credit, (iii) the expiration date of such Letter of Credit and (iv) the name and address of the beneficiary of such Letter of Credit. As soon as practicable after delivery of such request for issuance of a Letter of Credit, the Issuing Bank for such Letter of Credit shall be determined as provided in Section 1.13(C). Prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit which, if presented by such beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Bank to make payment under the Letter of Credit; provided that the Issuing Bank, in its reasonable discretionsole judgment, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application and/or indemnity of Company in such Issuing Lender’s customary form. In furtherance of the provisions of subsection 12.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile, and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agreesdocuments and certificates; and provided, further, that no Letter of Credit shall require payment against a conforming demand for payment draft to be made thereunder earlier than 1:00 P.M. in the time zone of the Issuing Bank on the same Business Day (which shall be a business day (under the laws of the jurisdiction in which the office of the Issuing Lender to Bank) next succeeding the Business Day (which such demand for payment is required to shall be presented is locateda business day under the laws of the jurisdiction of the Issuing Bank) that such demand for payment draft is presented if such presentation is made after 1:00 p.m. (in the time zone of such office of the Issuing Lender) on such business daypresented. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior In determining whether to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of pay under any Letter of Credit, Company the Issuing Bank shall be deemed responsible only to determine that the documents and DRAFT: March 21, 1997 H:\WPCDOCS\1186\141151 certificates required to be delivered under that Letter of Credit have re-certified, as been delivered and that they comply on their face with the requirements of that Letter of Credit. Promptly after receipt of a request for issuance of a Letter of Credit and the determination of the date Issuing Bank thereof, the Agent shall notify each Bank of such the proposed issuance, as to the matters to which Company is required to certify identity of the Issuing Bank and the amount of each other Bank's respective participation therein, determined in the applicable Request for Issuanceaccordance with Section 1.13(A).

Request for Issuance. Whenever Company any Domestic Borrower desires the issuance of a Letter of Credit, it Borrowers' Agent shall deliver to Administrative Agent and the Fronting Bank Issuing Lender a Request for Issuance Issuance, duly executed applications for such Letter of Credit and such other documents, instructions and agreements as may be required pursuant to the terms thereof no later than 12:00 noon 1:00 P.M. (Toronto New York City time) at least three Business DaysDays (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance, and may require an application Issuance and/or indemnity of Company in such Issuing Lender’s customary formapplication. In furtherance of the provisions of subsection 12.811.10, and not in limitation thereof, Company Borrowers' Agent may submit Requests for Issuance by telefacsimile, telefacsimile and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. Unless the Issuing Lender otherwise agrees, no No Letter of Credit shall require payment against a conforming demand for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such demand for payment is required to be presented is located) that such demand for payment is presented if such presentation is made after 1:00 p.m. 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company Borrowers' Agent shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company Borrowers' Agent is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Request for Issuance.