Common use of Notice of Issuance Clause in Contracts

Notice of Issuance. Whenever Borrower desires the issuance of a Letter of Credit, it shall deliver to Agent a Notice of Issuance of Letter of Credit no later than 12:00 Noon (New York City time) at least three Business Days (or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance) in advance of the proposed date of issuance. The Notice of Issuance 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) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents. Borrower shall notify the applicable Issuing Lender (and the Agent, if the 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 Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Borrower Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 12:00 Noon 10:00 A.M. (New York City San Francisco time) at least three Business Days (Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance) , in advance of the proposed date of issuance. The Notice of Issuance 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) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the -------- Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, -------- further that no Letter of Credit shall require payment against a conforming ------- draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 12:00 Noon (in the time zone of such office of the Issuing Lender) on such business day. Borrower Company shall notify the applicable Issuing Lender (and the Administrative Agent, if the Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Borrower Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Borrower Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower Company is required to certify in the applicable Notice of Issuance of Letter of Credit. From time to time while a Letter of Credit is outstanding and before the Revolving Commitment Termination Date, the Issuing Lender will, upon the written request of Company received by the Issuing Lender (with a copy sent by Company to Administrative Agent) at least three days (or such shorter time as the Issuing Lender may agree in a particular instance in its sole discretion) before the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by an original writing or by facsimile, confirmed promptly in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail reasonably satisfactory to the Issuing Lender; (a) the Letter of Credit to be amended; (b) the proposed date of amendment of such Letter of Credit (which shall be a Business Day); (c) the nature of the proposed amendment; and (d) such other matters as the Issuing Lender reasonably requires. The Issuing Lender shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Lender would have no obligation, or would be unable, at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed amendment to the Letter of Credit. While a Letter of Credit is outstanding and before the Revolving Loan Commitment Termination Date, upon the written request of Company received by the Issuing Lender (with a copy sent by Company to Administrative Agent) at least three days (or such shorter time as the Issuing Lender may agree in a particular instance in its sole discretion) before the proposed date of notification of renewal, the Issuing Lender shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by an original writing or by facsimile, confirmed promptly in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Lender: (I) the Letter of Credit to be renewed; (II) the proposed date of notification of renewal of such Letter of Credit (which shall be a Business Day); (III) the revised expiry date of such Letter of Credit; and (IV) such other matters as the Issuing Lender may require. The Issuing Lender shall not renew any Letter of Credit if the Issuing Lender would have no obligation at such time to issue, or be unable to issue, or amend such Letter of Credit in its renewed form under the terms of this Agreement. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Lender that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Lender would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.1B upon the request of Company, but the Issuing Lender has not received any L/C Amendment Application or other written direction from Company with respect to such renewal, the Issuing Lender shall nonetheless be permitted to allow such Letter of Credit to renew, and accordingly, the Issuing Lender shall be deemed to have received an L/C Amendment Application from Company requesting such renewal. The Issuing Lender may, at its election (or as required by Administrative Agent at the direction of Revolving Lenders having or holding a majority of the Revolving Loan Exposures of all Lenders), deliver any notices of termination or other communications permitted under any Letter of Credit to any Letter of Credit beneficiary or transferee, and take any other action permitted under any Letter of Credit as is necessary or appropriate, at any time and from time to time, in order to cause the expiry date of such Letter of Credit to be a date not later than 15 days before the Revolving Loan Commitment Termination Date.

Notice of Issuance. Whenever Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 12:00 Noon (New York City time) at least three five Business Days (Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance) , in advance of the proposed date of issuance. The Notice of Issuance 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) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the same Business Day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 12:00 Noon (in the time zone of such office of the Issuing Lender) on such Business Day. Borrower shall notify the applicable Issuing Lender (and the Administrative Agent, if the Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Borrower desires Borrowers desire the issuance of a Letter of Credit, it they shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit XV annexed hereto no later than 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance) , in advance of the proposed date of issuance. The Notice of Issuance 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, (cd) the expiration date of the Letter of Credit, (de) the name and address of the beneficiary, and (ef) 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 on or prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Borrower Borrowers shall notify the applicable Issuing Lender (and the Administrative Agent, if the Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Borrower is Borrowers are required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Borrower Borrowers shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is Borrowers are required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Amendment, Renewal, Extension; Certain ---------------------------------------------------------- Conditions. To request the issuance of a Letter of Credit (or the amendment, ----------- renewal or extension of an outstanding Letter of Credit), the Borrower desires shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, it shall deliver to Agent a Notice of Issuance of or identifying the Letter of Credit no later than 12:00 Noon (New York City time) at least three Business Days (to be amended, renewed or in each case such shorter period as may be agreed to by extended, and specifying the Issuing Lender in any particular instance) in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance , amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (bwhich shall comply with paragraph (c) of this Section), the face amount of the such Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiarybeneficiary thereof and such other information as shall be necessary to prepare, and (e) either the verbatim text of the proposed Letter of Credit amend, renew 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 on or prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents. Borrower shall notify the applicable Issuing Lender (and the Agent, if the 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 Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of extend such Letter of Credit. If requested by the Issuing Bank, and upon the issuance Borrower also shall submit a letter of credit application on the Issuing Bank's standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to have re-certifiedrepresent and warrant that), as of the date of after giving effect to such issuance, as to amendment, renewal or extension (i) the matters to which Borrower is required to certify in LC Exposure shall not exceed $25,000,000 and (ii) the applicable Notice of Issuance of Letter of Credittotal Revolving Exposures shall not exceed the total Revolving Commitments.

Notice of Issuance. Whenever Borrower Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Agent the Issuing Bank, at the Letter of Credit Issuing Office, and the Administrative Agent, at the Funding and Payment Office, a Notice of Issuance of Letter of Credit no later than 12:00 Noon (New York City time) at least three (3) Business Days (in the case of Standby Letters of Credit) and five (5) Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender Bank in any particular instance) , in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the account party and beneficiary, and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the Letter of Credit, would require the Issuing Lender Bank to make payment under the Letter of Creditthereunder; and provided that the Issuing LenderBank, in its reasonable -------- discretion, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments or certificates; provided further that no -------- ------- Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Bank to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Bank) on such Business Day. Borrower Company shall notify the applicable Issuing Lender Bank (and the Administrative Agent, if the Agent is not such Issuing LenderBank) prior to the issuance of any Letter of Credit in the event that any of the matters to which Borrower Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Borrower Credit, Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Borrower Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 12:00 Noon 11:00 A.M. (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance) , in advance of the proposed date of issuance. The Notice of Issuance 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, (cd) 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, (df) the name and address of the beneficiary, and (eg) 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 on or prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Borrower Company shall notify the applicable Issuing Lender (and the Administrative Agent, if the Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Borrower Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Borrower Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Borrower desires To request the issuance of a Syndicated Letter of Credit (or the extension, increase, amendment or renewal of any existing Syndicated Letter of Credit), the applicable Borrower shall hand deliver (or transmit by electronic communication, if arrangements for doing so have been approved by the LC Administrator; provided that the LC Administrator hereby approves such electronic communication delivered by email) to the LC Administrator and the Administrative Agent (which shall promptly notify the Lenders) not later than 11:00 a.m. (New York city time) three (3) Business Days in advance of the requested date of issuance (or such shorter period as is acceptable to the LC Administrator, including any request for the issuance of a Syndicated Letter of Credit on the Closing Date, subject to approval by the LC Administrator) a letter of credit notice on the LC Administrator’s standard form (with such changes as the LC Administrator shall reasonably deem appropriate) or other electronic notice acceptable to the LC Administrator, which notice, in the case any request for the issuance of a Syndicated Letter of Credit shall be in the form of Exhibit D (collectively, a “Syndicated Letter of Credit Notice”) requesting the issuance of a Syndicated Letter of Credit, it shall deliver to Agent a Notice of Issuance of or identifying the Syndicated Letter of Credit no later than 12:00 Noon to be amended, renewed, extended or increased, as the case may be, and specifying: (New York City timeA) at least three Business Days (or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance) in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance , extension or increase (which shall be a Business Day), (bB) the face date on which such Syndicated Letter of Credit is to expire (which shall comply with SECTION 3.04), (C) the stated amount of the such Syndicated Letter of CreditCredit (it being agreed that all Syndicated Letters of Credit shall be issued in Dollars or any Alterative Currency), (c) the expiration date of the Letter of Credit, (dD) the name and address of the beneficiarybeneficiary thereof (E) the Eligible Affiliate, and (e) either if any, for whose account the verbatim text of the proposed Syndicated Letter of Credit is being issued and (F) such other customary information as shall be necessary to prepare, amend, renew, extend or increase, as the proposed terms and conditions thereofcase may be, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the such Syndicated Letter of Credit, would require it being understood and agreed that Syndicated Letters of Credit may be extended and renewed in accordance with SECTION 3.04. In the Issuing Lender to make payment under event of any inconsistency between the Letter terms and conditions of Credit; provided that this Agreement and the Issuing Lender, in its reasonable discretion, may require changes in the text terms and conditions of the proposed any Syndicated Letter of Credit Notice or any such documents. Borrower shall notify the applicable Issuing Lender (and the Agent, if the Agent is not such Issuing Lender) prior to the issuance of any other Letter of Credit in the event that any of the matters to which Borrower is required to certify in Document submitted by the applicable Notice of Issuance of Borrower to, or entered into by the applicable Borrower with, the LC Administrator relating to any Syndicated Letter of Credit is no longer true issued for its account, the terms and correct as conditions of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Borrower this Agreement shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Creditcontrol.

Notice of Issuance. Whenever Borrower Company desires the issuance of a Letter of Credit, it shall deliver to the proposed Issuing Lender and Administrative Agent a Notice of Issuance of Request to Issue Letter of Credit in the form of Exhibit III annexed hereto no later than 12:00 Noon (New York City time) at least three Business Days (or in each case such shorter period as may be agreed to by the proposed Issuing Lender in any particular instance) , in advance of the proposed date of issuance. The Notice of Issuance of Request to Issue Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) the face amount of the Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents. Borrower Company shall notify the applicable Issuing Lender (and the Administrative Agent, if the Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Borrower Company is required to certify in the applicable Notice of Issuance of Request to Issue Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Borrower Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower Company is required to certify in the applicable Notice of Issuance of Request to Issue Letter of Credit. The existing Letters of Credit identified on Schedule 3.1B(i) shall be deemed issued under and pursuant to this subsection 3.1B(i) and shall be treated as Letters of Credit for all purposes under this Agreement.

Notice of Issuance. Whenever Subject to Section 4.2(b), whenever the Borrower desires the issuance or amendment (to either increase the amount available for drawings under any LC Facility Letter of a Credit or to extend the maturity date thereof) of an LC Facility Letter of Credit, it the Borrower shall deliver to the Administrative Agent a and the Issuing Bank an Issuance Notice of Issuance of Letter of Credit no later than 12:00 Noon 2:00 p.m. (New York City time) at least three Business Days (Days, or in each case such shorter period as may be agreed to by the Issuing Lender Bank in any particular instance) , in advance of the proposed date of issuance. The Such Issuance Notice shall be accompanied by any documentary or other evidence of Issuance the proposed beneficiary’s identity as may reasonably be requested by the Issuing Bank in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations. Upon satisfaction or waiver of the conditions set forth in Section 4.2, the Issuing Bank shall issue the requested LC Facility Letter of Credit shall specify (a) only in accordance with the proposed date Issuing Bank’s standard operating procedures. Upon the issuance or cancellation of issuance (which shall be a Business Day), (b) the face amount any LC Facility Letter of the Credit or amendment or modification to an LC Facility Letter of Credit, (c) the expiration date Issuing Bank shall promptly notify Upon the issuance or cancellation of the any Revolving Facility Letter of Credit or amendment or modification to a Revolving Facility Letter of Credit, (d) the name and address of Issuing Bank shall promptly provide written or telephonic notice to the beneficiaryAdministrative Agent, and (e) either the verbatim text Administrative Agent shall promptly notify each Lender with a LC Facility Commitment of such issuance, amendment, modification or cancellation of a LC Facility Letter of Credit and the proposed amount of such Lender’s respective participation in such LC Facility Letter of Credit pursuant to Section 2.5(e), each Lender with an LC Facility Commitment of such issuance, which notice shall be accompanied by a copy of such LC Facility Letter of Credit or amendment or modification to an LC Facility Letter of Credit and the proposed terms and conditions thereofamount of such Lender’s respective participation in such LC Facility Letter of Credit pursuant to Section 2.5(e). Notwithstanding anything herein to the contrary, including a precise description an Issuing Bank shall be under no obligation to issue, extend or amend any LC Facility Letter of Credit if any order, judgment or decree of any documents Governmental Authority or arbitrator by its terms shall purport to be presented by enjoin or restrain such Issuing Bank from issuing the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the LC Facility Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents. Borrower shall notify Law applicable to the applicable Issuing Lender Bank or any request or directive (and whether or not having the Agent, if the Agent is not force of law) from any Governmental Authority with jurisdiction over such Issuing Lender) prior to Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of any letters of credit generally or the LC Facility Letter of Credit in the event that any of the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.particular 59

Notice of Issuance. Whenever Borrower desires To request the Issuance of a Syndicated Letter of Credit, the applicable Credit Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Administrative Agent) to the Administrative Agent which will promptly notify the applicable Lenders and provide to such Lenders as soon as practicable a copy of the Syndicated Letter of Credit at least five (5) Business Days in advance of the requested date of Issuance (or such shorter period as is acceptable to the Administrative Agent, including with respect to any request for the issuance of a Syndicated Letter of Credit on the Effective Date, subject to approval by the Administrative Agent which shall not be unreasonably withheld or delayed) a notice in a form reasonably acceptable to the Administrative Agent (a “Syndicated Letter of Credit Notice”) requesting the Issuance of a Syndicated Letter of Credit, it shall deliver to Agent a Notice of Issuance of or identifying the Syndicated Letter of Credit no later than 12:00 Noon (New York City time) at least three Business Days (to be amended, renewed, extended or in each increased, as the case such shorter period as may be agreed to by be, and specifying the Issuing Lender in any particular instance) in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), the date on which such Syndicated Letter of Credit is to expire (b) which shall comply with Section 3.1(c)), the face amount of the such Syndicated Letter of Credit, (c) the expiration date Type of the Letter of Credit and whether such Syndicated Letter of Credit is a Tranche 1 Letter of Credit or a Tranche 2 Letter of Credit, (d) the Applicable Currency of such Syndicated Letter of Credit, the name and address of the beneficiary, beneficiary thereof and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofof (and such other information as shall be necessary to prepare, including a precise description of any documents to be presented by amend, renew, extend or increase, as the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the case may be) such Syndicated Letter of Credit, would require it being understood and agreed that Syndicated Letters of Credit may be extended and renewed in accordance with Section 3.1(c). In addition to the Issuing Lender to make payment under the Letter delivery of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed any Syndicated Letter of Credit or any such documents. Borrower shall notify the applicable Issuing Lender (and the Agent, if the Agent is not such Issuing Lender) prior Notice with respect to the issuance Issuance of any Letter of Credit in the event that any of the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such secured Syndicated Letter of Credit, and upon the issuance of any applicable Credit Party shall deliver to the Administrative Agent a L/C Collateral Balance Report concurrently with such Syndicated Letter of Credit Borrower shall be deemed to have re-certified, as Notice confirming that the sum of the date aggregate secured Letter of Credit Exposure attributable to such Credit Party after giving effect thereto does not exceed the L/C Collateral Balance of such issuanceCredit Party at such time. If requested by the Administrative Agent, each Credit Party shall submit a letter of credit application on the Administrative Agent’s standard form (with such changes as to the matters to which Borrower is required to certify Administrative Agent shall reasonably deem appropriate) in the applicable Notice of Issuance of connection with any request for a Syndicated Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Credit Party to, or entered into by any Credit Party with, the Administrative Agent relating to any Syndicated Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance. Whenever Borrower desires To request the issuance Issuance of a Participated Letter of Credit, it the applicable Account Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Fronting Bank) to the Fronting Bank and the Administrative Agent (which shall promptly notify the applicable Lenders and provide to such Lenders as soon as practicable a Notice copy of Issuance of the Participated Letter of Credit no later than 12:00 Noon (New York City timeCredit) at least three five (5) Business Days in advance of the requested date of Issuance (or in each case such shorter period as may be agreed is acceptable to by the Issuing Lender in Administrative Agent and the Fronting Bank, including any particular instance) in advance of request for the proposed date of issuance. The Notice of Issuance of a Participated Letter of Credit shall specify on the Effective Date, subject to approval by the Administrative Agent and the Fronting Bank) a notice in a form reasonably acceptable to the Administrative Agent (aa "Participated Letter of Credit Notice") requesting the proposed Issuance of a Participated Letter of Credit, or identifying the Participated Letter of Credit to be amended, renewed, extended or increased as the case may be, and specifying the date of issuance Issuance (which shall be a Business Day), the date on which such Participated Letter of Credit is to expire (b) which shall comply with SECTION 4.2(C)), the face amount of the such Participated Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiarybeneficiary thereof and such other information as shall be necessary to prepare, and (eamend, renew, extend or increase, as the case may be) 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 on or prior to the expiration date of the such Participated Letter of Credit, would require it being understood and agreed that Participated Letters of Credit may be extended and renewed in accordance with SECTION 4.2(C). With respect to the Issuing Lender to make payment under the Issuance of any Tranche 2 Letter of Credit as a Participated Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in addition to the text delivery of the proposed a Participated Letter of Credit or any such documents. Borrower shall notify Notice, the applicable Issuing Lender (and the Agent, if the Agent is not such Issuing Lender) prior Account Party shall deliver to the issuance of any Letter of Credit in Administrative Agent a Borrowing Base Report not later than 11:00 a.m. Charlotte time on the event that any of Business Day immediately preceding the matters to date on which Borrower is required to certify in the applicable Notice of Issuance of such Participated Letter of Credit is no longer true and correct as to be Issued confirming that the sum of the proposed date aggregate Tranche 2 Letter of issuance Credit Exposure attributable to such Account Party on whose account the Participated Letter of Credit is being Issued and after giving effect thereto does not exceed the Borrowing Base of such Account Party at such time. If requested by the Fronting Bank, the Account Party shall submit a letter of credit application on the Fronting Bank's standard form (with such changes as the Fronting Bank shall reasonably deem appropriate) in connection with any request for a Participated Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by such Account Party to, or entered into by any Account Party with, the Fronting Bank relating to any Participated Letter of Credit, the terms and upon the issuance conditions of any Letter of Credit Borrower this Agreement shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Creditcontrol.

Notice of Issuance. Whenever Borrower desires To request the Issuance of a Syndicated Letter of Credit, Allied World shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the L/C Agent) to the L/C Agent (which will promptly notify the applicable Lenders and provide to such Lenders as soon as practicable a copy of the Syndicated Letter of Credit) at least 3 Business Days in advance of the requested date of Issuance (or such shorter period as is acceptable to the L/C Agent, including with respect to any request for the issuance of a Syndicated Letter of Credit on the Closing Date, subject to approval by the L/C Agent) a notice in a form reasonably acceptable to the L/C Agent (a “Syndicated Letter of Credit Notice”) requesting the Issuance of a Syndicated Letter of Credit, it shall deliver to Agent a Notice of Issuance of or identifying the Syndicated Letter of Credit no later than 12:00 Noon (New York City time) at least three Business Days (to be amended, renewed, extended or in each increased, as the case such shorter period as may be agreed to by be, and specifying the Issuing Lender in any particular instance) in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), the date on which such Syndicated Letter of Credit is to expire (b) which shall comply with Section 2.1(c)), the face amount of the such Syndicated Letter of Credit, (c) the expiration date Applicable Currency of the such Syndicated Letter of Credit, (d) the name and address of the beneficiary, beneficiary thereof and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofof (and such other information as shall be necessary to prepare, including a precise description of any documents to be presented by amend, renew, extend or increase, as the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the case may be) such Syndicated Letter of Credit, would require it being understood and agreed that Syndicated Letters of Credit may be extended and renewed in accordance with Section 2.1(c). In addition to the Issuing Lender to make payment under the Letter delivery of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed any Syndicated Letter of Credit or any such documents. Borrower Notice, Allied World shall notify the applicable Issuing Lender (and the Agent, if the Agent is not such Issuing Lender) prior deliver to the issuance of any Letter of Credit in Administrative Agent a Collateral Base Report not later than 11:00 a.m. Charlotte, North Carolina time on the event that any of Business Day immediately preceding the matters to date on which Borrower is required to certify in the applicable Notice of Issuance of such Syndicated Letter of Credit is no longer true to be Issued confirming that the Minimum Collateral Amount, after giving effect to such Issuance, does not exceed the Collateral Base at such time. If requested by the L/C Agent, Allied World shall submit a letter of credit application on the L/C Agent’s standard form (with such changes as the L/C Agent shall reasonably deem appropriate) in connection with any request for a Syndicated Letter of Credit. In the event of any inconsistency between the terms and correct as conditions of this Agreement and the proposed date terms and conditions of issuance any form of such letter of credit application submitted by Allied World to the L/C Agent relating to any Syndicated Letter of Credit, the terms and upon the issuance conditions of any Letter of Credit Borrower this Agreement shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Creditcontrol.

Notice of Issuance. Whenever Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of EXHIBIT XIII annexed hereto no later than 12:00 Noon (New York, New York City time) at least three (3) Business Days (in the case of Standby Letters of Credit) or five (5) Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance) , in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (ai) the proposed date of issuance (which shall be a Business Day), (bii) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (iii) the face amount of the Letter of Credit, (civ) the expiration date of the Letter of Credit, (dv) the name and address of the beneficiary, and (evi) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments or certificates; and provided, further that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the same Business Day (under the laws of the jurisdiction in which the office of such Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such Business Day. Borrower shall promptly notify the applicable Issuing Lender (and the Administrative Agent, if the Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Borrower desires To request the issuance Issuance of a Fronted Letter of Credit, it the applicable Account Party shall hand deliver or transmit by facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the Fronting Bank; provided that the Fronting Bank hereby approves such electronic communication delivered by email) to the Fronting Bank and the Administrative Agent a Notice of Issuance of Letter of Credit no later than 12:00 Noon (New York City timewhich shall promptly notify the Lenders) at least three Business Days in advance of the requested date of issuance (or in each case such shorter period as may be agreed is acceptable to by the Issuing Lender in Administrative Agent and the Fronting Bank, including any particular instance) in advance request for the issuance of the proposed date of issuance. The Notice of Issuance of a Fronted Letter of Credit on the Effective Date, subject to approval by the Administrative Agent and the Fronting Bank) a letter of credit notice on the Fronting Bank’s standard form (with such changes as the Fronting Bank shall specify reasonably deem appropriate) or other electronic notice acceptable to the Fronting Bank (aa “Fronted Letter of Credit Notice”) requesting the issuance of a Fronted Letter of Credit, or identifying the Fronted Letter of Credit to be amended, renewed, extended or increased, as the case may be, and specifying: (A) the proposed date of issuance (which shall be a Business Day), (bB) the face date on which such Fronted Letter of Credit is to expire (which shall comply with Section 3.3), (C) the stated amount of the such Fronted Letter of CreditCredit (it being agreed that all Letters of Credit shall be issued in U.S. Dollars), (c) the expiration date of the Letter of Credit, (dD) the name and address of the beneficiarybeneficiary thereof, (E) whether such Letter of Credit will be secured by Collateral, and (eF) either such other customary information as shall be necessary to prepare, amend, renew, extend or increase, as the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofcase may be, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the such Fronted Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided it being understood and agreed that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter Fronted Letters of Credit or any such documentsmay be extended and renewed in accordance with Section 3.3. Borrower shall notify the applicable Issuing Lender (and the Agent, if the Agent is not such Issuing Lender) prior With respect to the issuance of any Letter of Credit that is a Secured Letter of Credit, in addition to the event that any delivery of the matters to which Borrower is required to certify in foregoing, the applicable Notice of Issuance of Account Party shall deliver to the Administrative Agent a Borrowing Base Report not later than 11:00 a.m. on the Business Day immediately preceding the date on which such Secured Letter of Credit is no longer true and correct as to be issued confirming that the sum of the proposed date of issuance of such Letter of Credit, and upon the issuance of any aggregate Secured Letter of Credit Borrower shall be deemed Exposure attributable to have re-certified, as of such Account Party after giving effect thereto does not exceed the date Borrowing Base of such issuance, as to Account Party at such time. In the matters to which Borrower is required to certify in event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Fronted Letter of Credit Notice or other Letter of Credit Document submitted by the applicable Notice of Issuance of Account Party to, or entered into by the applicable Account Party with, the Fronting Bank relating to any Fronted Letter of CreditCredit issued for its account, the terms and conditions of this Agreement shall control.

Notice of Issuance. Whenever Amendment, Extension, Reinstatement or Renewal. (i) To request the issuance of a Letter of Credit (or the amendment of the terms and conditions, extension of the terms and conditions, extension of the expiration date, or reinstatement of amounts paid, or renewal of an outstanding Letter of Credit), the Borrower desires shall deliver (or transmit by electronic communication, if arrangements for doing so have been approved by the L/C Issuer) to the L/C Issuer and to the Administrative Agent not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be a notice requesting the issuance of a Letter of Credit, it shall deliver to Agent a Notice of Issuance of or identifying the Letter of Credit no later than 12:00 Noon (New York City time) at least three Business Days (to be amended, extended, reinstated or in each case such shorter period as may be agreed to by renewed, and specifying the Issuing Lender in any particular instance) in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance , amendment, extension, reinstatement or renewal (which shall be a Business Day), the date on which such Letter of Credit is to expire (b) which shall comply with Section 2.03(d)), the face amount of the such Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiarybeneficiary thereof, the purpose and (e) either the verbatim text nature 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 on or prior to the expiration date of the requested Letter of Credit, would require the Issuing Lender to make payment under the requested currency for such Letter of Credit, and such other information as shall be necessary to prepare, amend, extend, reinstate or renew such Letter of Credit. If requested by the L/C Issuer, the Borrower also shall submit a letter of credit application and reimbursement agreement on the L/C Issuer’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application and reimbursement agreement or other agreement submitted by the Borrower to, or entered into by the (ii) If the Borrower so requests in any applicable Letter of Credit Application (or the amendment of an outstanding Letter of Credit), the L/C Issuer or the Underlying Issuer may, in its respective sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed any such Auto-Extension Letter of Credit shall permit the L/C Issuer or the Underlying Issuer, as applicable, to prevent any such documents. Borrower shall notify extension at least once in each twelve-month period (commencing with the applicable Issuing Lender (and the Agent, if the 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 Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon by the Borrower and the L/C Issuer or the Underlying Issuer, and upon as applicable, at the issuance of any time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer or the Underlying Issuer, as applicable, the Borrower shall not be required to make a specific request to the L/C Issuer or the Underlying Issuer, as applicable, for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have re-certifiedauthorized (but may not require) the L/C Issuer or the Underlying Issuer, as applicable, to permit the extension of such Letter of Credit at any time to an expiration date not later than the date permitted pursuant to Section 2.03(d); provided, that the L/C Issuer or the Underlying Issuer, as applicable, shall not (A) permit any such extension if (1) the L/C Issuer or the Underlying Issuer, as applicable, has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its extended form under the terms hereof (except that the expiration date may be extended to a date that is no more than one (1) year from the then-current expiration date) or (2) it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent that the Required Lenders have elected not to permit such extension or (B) be obligated to permit such extension if it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is seven (7) Business Days before the Non- Extension Notice Date from the Administrative Agent, any Revolving Lender or the Borrower that one or more of the date of applicable conditions set forth in Section 4.02 is not then satisfied, and in each such issuancecase directing the L/C Issuer or the Underlying Issuer, as applicable, not to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Creditpermit such extension.

Notice of Issuance. Whenever Borrower desires Amendment, Renewal, Extension; Certain ------------------------------------------------------------- Conditions. To request the issuance of a Letter of CreditCredit (or the amendment, it shall deliver to Agent a Notice ---------- renewal or extension of Issuance of an outstanding Letter of Credit no later than 12:00 Noon (New York City time) at least three Business Days Credit), the Borrower shall hand deliver or telecopy (or in each case such shorter period as may be agreed to transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender in any particular instanceBank) to the Issuing Bank and the Administrative Agent (not less than five (5) Business Days in advance of the proposed requested date of issuance. The Notice , amendment, renewal or extension) a notice: (i) requesting the issuance of Issuance of a Letter of Credit shall specify or identifying the Letter of Credit to be amended, renewed or extended; (aii) specifying the proposed date of issuance issuance, amendment, renewal or extension (which shall be a Business Day), ; (biii) specifying the face date on which such Letter of Credit is to expire (which shall comply with Section 2.08(c)); (iv) specifying the amount of the such Letter of Credit, ; (cv) the expiration date of the Letter of Credit, (d) specifying the name and address of the beneficiarybeneficiary thereof and such other information as shall be necessary to prepare, and amend, renew or extend such Letter of Credit; and (evi) either specifying the verbatim text amount of the proposed then effective Borrowing Base, the current Aggregate Revolving Credit Exposures (without regard to the requested Letter of Credit or the proposed terms and conditions thereofrequested amendment, including a precise description renewal or extension of any documents to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the an outstanding Letter of Credit, would require ) and the Issuing Lender pro forma Aggregate Revolving Credit Exposures (giving effect 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 requested Letter of Credit or any such documents. Borrower shall notify the applicable Issuing Lender (and the Agentrequested amendment, if the Agent is not such Issuing Lender) prior to the issuance renewal or extension of any Letter of Credit in the event that any of the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such an outstanding Letter of Credit). Each notice shall constitute a representation that after giving effect to the requested issuance, and upon the issuance of any Letter of Credit Borrower shall be deemed to have re-certifiedamendment, renewal or extension, as applicable, (i) the LC Exposure shall not exceed the LC Commitment and (ii) the Aggregate Revolving Credit Exposures shall not exceed the Aggregate Commitments. If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the date of such issuance, as to the matters to which Borrower is required to certify Issuing Bank's standard form in the applicable Notice of Issuance of connection with any request for a Letter of Credit.

Notice of Issuance. Whenever Borrower desires To request the issuance Issuance of a Participated Letter of Credit, it the applicable Account Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Fronting Bank) to the Fronting Bank and the Administrative Agent (which shall promptly notify the applicable Lenders and provide to such Lenders as soon as practicable a Notice copy of Issuance of the Participated Letter of Credit no later than 12:00 Noon (New York City timeas well as the letter of credit application referred to below if delivered to the Fronting Bank) at least three five (5) Business Days in advance of the requested date of Issuance (or in each case such shorter period as may be agreed is acceptable to by the Issuing Lender in Administrative Agent and the Fronting Bank, including any particular instance) in advance of request for the proposed date of issuance. The Notice of Issuance of a Participated Letter of Credit on the Effective Date, subject to approval by the Administrative Agent and the Fronting Bank which shall specify not be unreasonably withheld or delayed) a notice in a form reasonably acceptable to the Administrative Agent (aa “Participated Letter of Credit Notice”) requesting the proposed Issuance of a Participated Letter of Credit, or identifying the Participated Letter of Credit to be amended, renewed, extended or increased as the case may be, and specifying the date of issuance Issuance (which shall be a Business Day), the date on which such Participated Letter of Credit is to expire (b) which shall comply with Section 3.2(c)), the face amount of the such Participated Letter of Credit, (c) in the expiration date case of Platinum UK or Platinum Bermuda, the Applicable Currency of such Participated Letter of Credit, (d) the name and address of the beneficiarybeneficiary thereof and such other information as shall be necessary to prepare, and (eamend, renew, extend or increase, as the case may be) 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 on or prior to the expiration date of the such Participated Letter of Credit, would require it being understood and agreed that Participated Letters of Credit may be extended and renewed in accordance with Section 3.2(c). In addition to the Issuing Lender delivery of any Participated Letter of Credit Notice with respect to make payment under the Issuance of any Tranche 2 Letter of Credit as a Participated Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents. Borrower shall notify the applicable Issuing Lender (and the Agent, if the Agent is not such Issuing Lender) prior Account Party shall deliver to the issuance of any Letter of Credit in Administrative Agent a Borrowing Base Report not later than 11:00 a.m. Charlotte time on the event that any of Business Day immediately preceding the matters to date on which Borrower is required to certify in the applicable Notice of Issuance of such Participated Letter of Credit is no longer true and correct as to be Issued confirming that the sum of the proposed date aggregate Tranche 2 Letter of issuance Credit Exposure attributable to such Account Party on whose account the Participated Letter of Credit is being Issued and after giving effect thereto does not exceed the Borrowing Base of such Account Party at such time. If requested by the Fronting Bank, the Account Party shall submit a letter of credit application on the Fronting Bank’s standard form (with such changes as the Fronting Bank shall reasonably deem appropriate) in connection with any request for a Participated Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by such Account Party to, or entered into by any Account Party with, the Fronting Bank relating to any Participated Letter of Credit, the terms and upon the issuance conditions of any Letter of Credit Borrower this Agreement shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Creditcontrol.

Notice of Issuance. Whenever Borrower Company desires the issuance of a Letter of Credit, it shall deliver to the proposed Issuing Lender and Administrative Agent a Notice of Issuance of Request to Issue Letter of Credit in the form of Exhibit III annexed hereto no later than 12:00 Noon (New York City time) at least three Business Days (or in each case such shorter period as may be agreed to by the proposed Issuing Lender in any particular instance) , in advance of the proposed date of issuance. The Notice of Issuance of Request to Issue Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) the face amount of the Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, beneficiary and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents. Borrower Company shall notify the applicable Issuing Lender (and the Administrative Agent, if the Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Borrower Company is required to certify in the applicable Notice of Issuance of Request to Issue Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Borrower Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower Company is required to certify in the applicable Notice of Issuance of Request to Issue Letter of Credit. All Letters of Credit (as defined in the Existing Credit Agreement) issued by a Person that is a Revolving Lender hereunder and outstanding on the Term Loan Funding Date (each, an “Existing Letter of Credit”) shall be deemed issued under and pursuant to this subsection 3.1B(i) as of the Term Loan Funding Date and shall be treated as Letters of Credit for all purposes under this Agreement from and after such date.

Notice of Issuance. Whenever Borrower desires To request the issuance Issuance of a Letter of Credit, it the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and the Administrative Agent a Notice of Issuance of Letter of Credit no later than 12:00 Noon (New York City timewhich shall promptly notify the Lenders) at least three Business Days in advance of the requested date of Issuance (or in each case such shorter period as may be agreed is acceptable to the Administrative Agent and the Issuing Lender, including any request for the Issuance of a Letter of Credit on the Closing Date, subject to approval by the Administrative Agent and the Issuing Lender) a letter of credit application on the Issuing Lender’s standard form (with such changes as the Issuing Lender in any particular instanceshall reasonably deem appropriate) in advance of the proposed date of issuance. The Notice of Issuance of (a “Letter of Credit shall specify Application”) requesting the Issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed, extended or increased as the case may be, and specifying: (aA) the proposed date of issuance Issuance (which shall be a Business Day), (bB) the face amount of the date on which such Letter of CreditCredit is to expire (which shall comply with Section 2.5(a)(ii)), (cC) the expiration date Stated Amount of the such Letter of CreditCredit (it being agreed that all Letters of Credit shall be issued in Dollars), (dD) the name and address of the beneficiary, beneficiary thereof and (eE) either such other information as shall be necessary to prepare, amend, renew, extend or increase, as the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofcase may be, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the such Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided it being understood and agreed that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter Letters of Credit or may be extended and renewed in accordance with Section 2.5(a)(ii). In the event of any such documents. Borrower shall notify inconsistency between the applicable Issuing Lender (terms and conditions of this Agreement and the Agent, if the Agent is not such Issuing Lender) prior to the issuance terms and conditions of any Letter of Credit in the event that Application or any of the matters to which Borrower is required to certify in the applicable Notice of Issuance of other Letter of Credit is no longer true and correct as of Document submitted by the proposed date of issuance of such Borrower to, or entered into by the Borrower with, the Issuing Lender relating to any Letter of Credit, the terms and upon the issuance conditions of any Letter of Credit Borrower this Agreement shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Creditcontrol.

Notice of Issuance. Whenever Borrower desires To request the Issuance of a Syndicated Letter of Credit, the applicable Account Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Administrative Agent) to the Administrative Agent (which will promptly notify the applicable Lenders and provide to such Lenders as soon as practicable a copy of the Syndicated Letter of Credit as well as the letter of credit application referred to below, if delivered to the Administrative Agent by such Account Party) at least five (5) Business Days in advance of the requested date of Issuance (or such shorter period as is acceptable to the Administrative Agent, including with respect to any request for the issuance of a Syndicated Letter of Credit on the Effective Date, subject to approval by the Administrative Agent which shall not be unreasonably withheld or delayed) a notice in a form reasonably acceptable to the Administrative Agent (a “Syndicated Letter of Credit Notice”) requesting the Issuance of a Syndicated Letter of Credit, it shall deliver to Agent a Notice of Issuance of or identifying the Syndicated Letter of Credit no later than 12:00 Noon (New York City time) at least three Business Days (to be amended, renewed, extended or in each increased, as the case such shorter period as may be agreed to by be, and specifying the Issuing Lender in any particular instance) in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), the date on which such Syndicated Letter of Credit is to expire (b) which shall comply with Section 3.1(c)), the face amount of the such Syndicated Letter of Credit, (c) the expiration date whether such Syndicated Letter of the Credit is a Tranche 1 Letter of Credit or a Tranche 2 Letter of Credit, (d) in the case of Platinum UK or Platinum Bermuda, the Applicable Currency of such Syndicated Letter of Credit, the name and address of the beneficiary, beneficiary thereof and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofof (and such other information as shall be necessary to prepare, including a precise description of any documents to be presented by amend, renew, extend or increase, as the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the case may be) such Syndicated Letter of Credit, would require it being understood and agreed that Syndicated Letters of Credit may be extended and renewed in accordance with Section 3.1(c). In addition to the Issuing Lender delivery of any Syndicated Letter of Credit Notice with respect to make payment under the Issuance of any Tranche 2 Letter of Credit as a Syndicated Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents. Borrower shall notify the applicable Issuing Lender (and the Agent, if the Agent is not such Issuing Lender) prior Account Party shall deliver to the issuance of any Letter of Credit in Administrative Agent a Borrowing Base Report not later than 11:00 a.m. Charlotte time on the event that any of Business Day immediately preceding the matters to date on which Borrower is required to certify in the applicable Notice of Issuance of such Syndicated Letter of Credit is no longer true and correct as to be Issued confirming that the sum of the proposed date aggregate Tranche 2 Letter of issuance Credit Exposure attributable to such Account Party on whose account the Syndicated Letter of Credit is being Issued and after giving effect thereto does not exceed the Borrowing Base of such Account Party at such time. If requested by the Administrative Agent, each Account Party shall submit a letter of credit application on the Administrative Agent’s standard form (with such changes as the Administrative Agent shall reasonably deem appropriate) in connection with any request for a Syndicated Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Account Party to, or entered into by any Account Party with, the Administrative Agent relating to any Syndicated Letter of Credit, the terms and upon the issuance conditions of any Letter of Credit Borrower this Agreement shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Creditcontrol.

Notice of Issuance. Whenever Borrower desires To request the issuance Issuance of a Participated Letter of Credit, it the Borrower shall hand deliver (or transmit by electronic communication, if arrangements for doing so have been approved by the Fronting Bank and Administrative Agent) to the Fronting Bank and the Administrative Agent a Notice of Issuance of Letter of Credit no later than 12:00 Noon (New York City timewhich will promptly notify the Lenders) at least three Business Days in advance of the requested date of Issuance (or in each case such shorter period as may be agreed is acceptable to by the Issuing Lender Fronting Bank) a notice in any particular instance) in advance of a form reasonably acceptable to the proposed date of issuance. The Notice of Issuance of Fronting Bank (a “Participated Letter of Credit shall specify (aNotice”) requesting the proposed Issuance of a Participated Letter of Credit, or identifying the Participated Letter of Credit to be amended, renewed, extended or increased, as the case may be, and specifying the date of issuance Issuance (which shall be a Business Day), the date on which such Participated Letter of Credit is to expire (b) which shall comply with Section 2.5(b)(iii)), the face amount of the such Participated Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the 11863223v8 24740.00050 name and address of the beneficiary, beneficiary thereof and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofof (and such other information as shall be necessary to prepare, including a precise description of any documents to be presented by amend, renew, extend or increase, as the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the case may be) such Participated Letter of Credit, would require it being understood and agreed that Participated Letters of Credit may be extended and renewed in accordance with Section 2.5(b)(iii). If requested by the Issuing Lender to make payment under Fronting Bank, the Borrower shall submit a letter of credit application on the Fronting Bank’s standard form (with such changes as the Fronting Bank shall reasonably deem appropriate) in connection with any request for a Participated Letter of Credit; provided that . In the Issuing Lender, in its reasonable discretion, may require changes in event of any inconsistency between the text terms and conditions of the proposed Letter of Credit or any such documents. Borrower shall notify the applicable Issuing Lender (this Agreement and the Agent, if terms and conditions of any form of letter of credit application submitted by the Agent is not such Issuing Lender) prior Borrower to the issuance of Fronting Bank relating to any Letter of Credit in the event that any of the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Participated Letter of Credit, the terms and upon the issuance conditions of any Letter of Credit Borrower this Agreement shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Creditcontrol.

Notice of Issuance. Whenever Borrower desires To request the issuance Issuance of a Participated Letter of Credit, it the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Fronting Bank) to Agent a Notice of Issuance of Letter of Credit no later than 12:00 Noon the applicable Fronting Bank (New York City timewhich shall promptly notify the Lenders) at least three 3 Business Days in advance of the requested date of Issuance (or in each case such shorter period as may be agreed is acceptable to by the Issuing Lender in applicable Fronting Bank, including any particular instance) in advance of request for the proposed date of issuance. The Notice of Issuance of a Participated Letter of Credit shall specify on the Closing Date, subject to approval by the applicable Fronting Bank) a notice in a form reasonably acceptable to the applicable Fronting Bank (aa “Participated Letter of Credit Notice”) requesting the proposed Issuance of a Participated Letter of Credit, or identifying the Participated Letter of Credit to be amended, renewed, extended or increased as the case may be, and specifying the date of issuance Issuance (which shall be a Business Day), the date on which such Participated Letter of Credit is to expire (b) which shall comply with Section 3.2(c)), the face amount of the such Participated Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiarybeneficiary thereof and such other information as shall be necessary to prepare, and (eamend, renew, extend or increase, as the case may be) 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 on or prior to the expiration date of the such Participated Letter of Credit, would require it being understood and agreed that Participated Letters of Credit may be extended and renewed in accordance with Section 3.2(c). If requested by any Fronting Bank, the Issuing Lender to make payment under the Borrower shall submit a letter of credit application on such Fronting Bank’s standard form (with such changes as such Fronting Bank shall reasonably deem appropriate) in connection with any request for a Participated Letter of Credit; provided that . In the Issuing Lender, in its reasonable discretion, may require changes in event of any inconsistency between the text terms and conditions of the proposed Letter of Credit or any such documents. Borrower shall notify the applicable Issuing Lender (this Agreement and the Agent, if the Agent is not such Issuing Lender) prior to the issuance terms and conditions of any Letter form of Credit in the event that letter of credit application submitted by such Borrower to such Fronting Bank relating to any of the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Participated Letter of Credit, the terms and upon the issuance conditions of any Letter of Credit Borrower this Agreement shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Creditcontrol.

Notice of Issuance. Whenever Borrower the Company desires the issuance of a Letter of Credit, it shall deliver to the proposed Issuing Lender and the Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance) , in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the Lender requested to issue the Letter of Credit, (b) the proposed date of issuance (which shall be a Business Day), (bc) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (d) the face amount of the Letter of Credit, (ce) the expiration date of the Letter of Credit, (df) the name and address of the beneficiary, and (eg) 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 on or prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Borrower The Company shall notify the applicable Issuing Lender (and the Administrative Agent, if the Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Borrower the Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Borrower the Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower the Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Borrower desires To request the Issuance of a Syndicated Letter of Credit, the applicable Account Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Administrative Agent) to the Administrative Agent (which will promptly notify the applicable Lenders and provide to such Lenders as soon as practicable a copy of the Syndicated Letter of Credit) at least five (5) Business Days in advance of the requested date of Issuance (or such shorter period as is acceptable to the Administrative Agent, including with respect to any request for the issuance of a Syndicated Letter of Credit on the Effective Date, subject to approval by the Administrative Agent) a notice in a form reasonably acceptable to the Administrative Agent (a "Syndicated Letter of Credit Notice") requesting the Issuance of a Syndicated Letter of Credit, it shall deliver to Agent a Notice of Issuance of or identifying the Syndicated Letter of Credit no later than 12:00 Noon (New York City time) at least three Business Days (to be amended, renewed, extended or in each increased, as the case such shorter period as may be agreed to by be, and specifying the Issuing Lender in any particular instance) in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), the date on which such Syndicated Letter of Credit is to expire (b) which shall comply with SECTION 4.1(C)), the face amount of the such Syndicated Letter of Credit, (c) the expiration date whether such Syndicated Letter of the Credit is a Tranche 1 Letter of Credit or a Tranche 2 Letter of Credit, (d) the name and address of the beneficiary, beneficiary thereof and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofof (and such other information as shall be necessary to prepare, including a precise description of any documents to be presented by amend, renew, extend or increase, as the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the case may be) such Syndicated Letter of Credit, would require it being understood and agreed that Syndicated Letters of Credit may be extended and renewed in accordance with SECTION 4.1(C). With respect to the Issuing Lender to make payment under the Issuance of any Tranche 2 Letter of Credit as a Syndicated Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in addition to the text delivery of the proposed a Syndicated Letter of Credit or any such documents. Borrower shall notify Notice, the applicable Issuing Lender (and the Agent, if the Agent is not such Issuing Lender) prior Account Party shall deliver to the issuance of any Letter of Credit in Administrative Agent a Borrowing Base Report not later than 11:00 a.m. Charlotte time on the event that any of Business Day immediately preceding the matters to date on which Borrower is required to certify in the applicable Notice of Issuance of such Syndicated Letter of Credit is no longer true and correct as to be Issued confirming that the sum of the proposed date aggregate Tranche 2 Letter of issuance Credit Exposure attributable to such Account Party on whose account the Syndicated Letter of Credit is being Issued and after giving effect thereto does not exceed the Borrowing Base of such Account Party at such time. If requested by the Administrative Agent, each Account Party shall submit a letter of credit application on the Administrative Agent's standard form (with such changes as the Administrative Agent shall reasonably deem appropriate) in connection with any request for a Syndicated Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Account Party to, or entered into by any Account Party with, the Administrative Agent relating to any Syndicated Letter of Credit, the terms and upon the issuance conditions of any Letter of Credit Borrower this Agreement shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Creditcontrol.

Notice of Issuance. Whenever Borrower desires To request the issuance Issuance of a Letter of Credit, it the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and the Administrative Agent a Notice of Issuance of Letter of Credit no later than 12:00 Noon (New York City timewhich shall promptly notify the Lenders) at least three Business Days in advance of the requested date of Issuance (or in each case such shorter period as may be agreed is acceptable to the Administrative Agent and the Issuing Lender, including any request for the Issuance of a Letter of Credit on the Closing Date, subject to approval by the Administrative Agent and the Issuing Lender) a letter of credit application on the Issuing Lender’s standard form (with such changes as the Issuing Lender in any particular instanceshall reasonably deem appropriate) in advance of the proposed date of issuance. The Notice of Issuance of (a “Letter of Credit shall specify Application”) requesting the Issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed, extended or increased as the case may be, and specifying: (aA) the proposed date of issuance Issuance (which shall be a Business Day), (bB) the face amount of the date on which such Letter of CreditCredit is to expire (which shall comply with Section 2.5(a)(ii)), (cC) the expiration date Stated Amount of the such Letter of CreditCredit (it being agreed that all Letters of Credit shall be issued in Dollars), (dD) the name and address of the beneficiary, beneficiary thereof and (eE) either such other information as shall be necessary to prepare, amend, renew, extend or increase, as the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofcase may be, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the such Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided it being understood and agreed that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter Letters of Credit or may be extended and renewed in accordance with Section 2.5(a)(ii). In the event of any such documents. Borrower shall notify inconsistency between the applicable Issuing Lender (terms and conditions of this Agreement and the Agent, if the Agent is not such Issuing Lender) prior to the issuance terms and conditions of any Letter of Credit in the event that any of the matters to which Borrower is required to certify in the applicable Notice of Issuance of Application or other Letter of Credit is no longer true and correct as of Document submitted by the proposed date of issuance of such Borrower to, or entered into by the Borrower with, the Issuing Lender relating to any Letter of Credit, the terms and upon the issuance conditions of any Letter of Credit Borrower this Agreement shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Creditcontrol.

Notice of Issuance. Whenever Borrower desires To request the issuance Issuance of a Participated Letter of Credit, it the applicable Account Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Fronting Bank) to the applicable Fronting Bank and the Administrative Agent (which shall promptly notify the applicable Lenders and provide to such Lenders as soon as practicable a Notice copy of Issuance of the Participated Letter of Credit no later than 12:00 Noon (New York City timeCredit) at least three five (5) Business Days in advance of the requested date of Issuance (or in each case such shorter period as may be agreed is acceptable to by the Issuing Lender in Administrative Agent and such Fronting Bank, including any particular instance) in advance of request for the proposed date of issuance. The Notice of Issuance of a Participated Letter of Credit on the Restatement Effective Date, subject to approval by the Administrative Agent and the applicable Fronting Bank which shall specify not be unreasonably withheld or delayed) a notice in a form reasonably acceptable to the Administrative Agent (aa “Participated Letter of Credit Notice”) requesting the proposed Issuance of a Participated Letter of Credit, or identifying the Participated Letter of Credit to be amended, renewed, extended or increased as the case may be, and specifying the date of issuance Issuance (which shall be a Business Day), the date on which such Participated Letter of Credit is to expire (b) which shall comply with Section 3.2(c)), the face amount of the such Participated Letter of Credit, (c) the expiration date Applicable Currency of the such Participated Letter of Credit, (d) the name and address of the beneficiarybeneficiary thereof and such other information as shall be necessary to prepare, and (eamend, renew, extend or increase, as the case may be) 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 on or prior to the expiration date of the such Participated Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided it being understood and agreed that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter Participated Letters of Credit or any such documents. Borrower shall notify the applicable Issuing Lender (may be extended and the Agent, if the Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit renewed in the event that any of the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.accordance with

Notice of Issuance. Whenever Borrower desires Amendment, Renewal, Extension; Certain -------------------------------------------------------------- Conditions. To request the issuance of a Letter of CreditCredit (or the amendment, it shall deliver to Agent a Notice ---------- renewal or extension of Issuance of an outstanding Letter of Credit no later than 12:00 Noon (New York City time) at least three Business Days Credit), the Borrower shall hand deliver or telecopy (or in each case such shorter period as may be agreed to transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender in any particular instanceBank) to the Issuing Bank and the Administrative Agent (not less than three (3) Business Days in advance of the proposed requested date of issuance. The Notice , amendment, renewal or extension) a notice: (i) requesting the issuance of Issuance of a Letter of Credit shall specify or identifying the Letter of Credit to be amended, renewed or extended; (aii) specifying the proposed date of issuance issuance, amendment, renewal or extension (which shall be a Business Day), ; (biii) specifying the face date on which such Letter of Credit is to expire (which shall comply with Section 2.08(d)); (iv) specifying the amount of the such Letter of Credit, ; (cv) the expiration date of the Letter of Credit, (d) specifying the name and address of the beneficiarybeneficiary thereof and such other information as shall be necessary to prepare, and amend, renew or extend such Letter of Credit; and (evi) either specifying the verbatim text amount of the proposed then effective Borrowing Base, the current Aggregate Revolving Credit Exposures (without regard to the requested Letter of Credit or the proposed terms and conditions thereofrequested amendment, including a precise description renewal or extension of any documents to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the an outstanding Letter of Credit, would require ) and the Issuing Lender pro forma Aggregate Revolving Credit Exposures (giving effect 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 requested Letter of Credit or any such documents. Borrower shall notify the applicable Issuing Lender (and the Agentrequested amendment, if the Agent is not such Issuing Lender) prior to the issuance renewal or extension of any Letter of Credit in the event that any of the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such an outstanding Letter of Credit). Each notice shall constitute a representation that after giving effect to the requested issuance, and upon the issuance of any Letter of Credit Borrower shall be deemed to have re-certifiedamendment, renewal or extension, as of applicable, (i) the date of such issuance, as to LC Exposure shall not exceed the matters to which Borrower is required to certify in LC Commitment and (ii) the applicable Notice of Issuance of Letter of CreditAggregate Revolving Credit Exposures shall not exceed the Aggregate Commitments.

Notice of Issuance. Whenever Borrower desires To request the Issuance of a Fronted Letter of Credit, the applicable Account Party shall hand deliver or transmit by facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the Fronting Bank; provided that the Fronting Bank hereby approves such electronic communication delivered by email) to the Fronting Bank and the Administrative Agent (which shall promptly notify the Lenders) at least three (3) Business Days in advance of the requested date of issuance (or such shorter period as is acceptable to the Administrative Agent and the Fronting Bank, including any request for the issuance of a Fronted Letter of Credit on the Effective Date, subject to approval by the Administrative Agent and the Fronting Bank) a letter of credit notice on the Fronting Bank’s standard form (with such changes as the Fronting Bank shall reasonably deem appropriate) or other electronic notice acceptable to the Fronting Bank (a “Fronted Letter of Credit Notice”) requesting the issuance of a Fronted Letter of Credit, it shall deliver to Agent a Notice of Issuance of or identifying the Fronted Letter of Credit no later than 12:00 Noon to be amended, renewed, extended or increased, as the case may be, and specifying: (New York City time) at least three Business Days (or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance) in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (aA) the proposed date of issuance (which shall be a Business Day), (bB) the face date on which such Fronted Letter of Credit is to expire (which shall comply with Section 3.3), (C) the stated amount of the such Fronted Letter of CreditCredit (it being agreed that all Letters of Credit shall be issued in Dollars), (c) the expiration date of the Letter of Credit, (dD) the name and address of the beneficiarybeneficiary thereof, (E) whether such Letter of Credit will be secured by Collateral, and (eF) either such other customary information as shall be necessary to prepare, amend, renew, extend or increase, as the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofcase may be, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the such Fronted Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided it being understood and agreed that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter Fronted Letters of Credit or any such documentsmay be extended and renewed in accordance with Section 3.3. Borrower shall notify the applicable Issuing Lender (and the Agent, if the Agent is not such Issuing Lender) prior With respect to the issuance of any Letter of Credit that is a Secured Letter of Credit, in addition to the event that any delivery of the matters to which Borrower is required to certify in foregoing, the applicable Notice of Issuance of Account Party shall deliver to the Administrative Agent a Borrowing Base Report not later than 11:00 a.m. on the Business Day immediately preceding the date on which such Secured Letter of Credit is no longer true and correct as to be issued confirming that the sum of the proposed date of issuance of such Letter of Credit, and upon the issuance of any aggregate Secured Letter of Credit Borrower shall be deemed Exposure attributable to have re-certified, as of such Account Party after giving effect thereto does not exceed the date Borrowing Base of such issuance, as to Account Party at such time. In the matters to which Borrower is required to certify in event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Fronted Letter of Credit Notice or other Letter of Credit Document submitted by the applicable Notice of Issuance of Account Party to, or entered into by the applicable Account Party with, the Fronting Bank relating to any Fronted Letter of CreditCredit issued for its account, the terms and conditions of this Agreement shall control.

Notice of Issuance. Whenever Borrower desires To request the issuance Issuance of a Participated Letter of Credit, it the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Fronting Bank) to Agent a Notice of Issuance of Letter of Credit no later than 12:00 Noon the applicable Fronting Bank (New York City timewhich will promptly notify the Lenders) at least three 3 Business Days in advance of the requested date of Issuance (or in each case such shorter period as may be agreed is acceptable to by the Issuing Lender in applicable Fronting Bank, including with respect to any particular instance) in advance of request for the proposed date of issuance. The Notice of Issuance of a Participated Letter of Credit shall specify on the Restatement Date, subject to approval by the applicable Fronting Bank) a notice in a form reasonably acceptable to the applicable Fronting Bank (aa “Participated Letter of Credit Notice”) requesting the proposed Issuance of a Participated Letter of Credit, or identifying the Participated Letter of Credit to be amended, renewed, extended or increased, as the case may be, and specifying the date of issuance Issuance (which shall be a Business Day), the date on which such Participated Letter of Credit is to expire (b) which shall comply with Section 3.2(c)), the face amount of the such Participated Letter of Credit, (c) the expiration date Applicable Currency of the such Participated Letter of Credit, (d) the name and address of the beneficiary, beneficiary thereof and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofof (and such other information as shall be necessary to prepare, including a precise description of any documents to be presented by amend, renew, extend or increase, as the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the case may be) such Participated Letter of Credit, would require it being understood and agreed that Participated Letters of Credit may be extended and renewed in accordance with Section 3.2(c). If requested by any Fronting Bank, the Issuing Lender to make payment under the applicable Borrower shall submit a letter of credit application on such Fronting Bank’s standard form (with such changes as such Fronting Bank shall reasonably deem appropriate) in connection with any request for a Participated Letter of Credit; provided that . In the Issuing Lender, in its reasonable discretion, may require changes in event of any inconsistency between the text terms and conditions of the proposed Letter of Credit or any such documents. Borrower shall notify the applicable Issuing Lender (this Agreement and the Agent, if the Agent is not such Issuing Lender) prior to the issuance terms and conditions of any Letter form of Credit in the event that letter of credit application submitted by any of the matters Borrower to which Borrower is required such Fronting Bank relating to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such any Participated Letter of Credit, the terms and upon the issuance conditions of any Letter of Credit Borrower this Agreement shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Creditcontrol.

Notice of Issuance. Whenever Borrower desires the issuance of a Letter of Credit, it shall deliver to Agent the Issuing Lender a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 12:00 Noon (New York City time) at least three (3) Business Days (Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance) , in advance of the proposed date of issuance. The Notice of Issuance 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) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments or certificates; and provided, further that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the same Business Day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 12:00 Noon (New York time) on such Business Day. Borrower shall notify the applicable Issuing Lender (and the Agent, if the 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 Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Borrower Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance) , in advance of the proposed date of issuance. The Notice of Issuance 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, (cd) [intentionally omitted], (e) the expiration date of the Letter of Credit, (df) the name and address of the beneficiary, and (eg) 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 on or prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Borrower Company shall notify the applicable Issuing Lender (and the Administrative Agent, if the Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Borrower Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Borrower Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower Company is required to certify in the applicable Notice of Issuance of Letter of Credit. 107 116 (ii) Determination of Issuing Lender. Upon receipt by Administrative Agent of a Notice of Issuance of Letter of Credit pursuant to subsection 3.1B(i) requesting the issuance of a Letter of Credit, in the event Administrative Agent elects to issue such Letter of Credit, Administrative Agent shall promptly so notify Company, and Administrative Agent shall be the Issuing Lender with respect thereto. In the event that Administrative Agent, in its sole discretion, elects not to issue such Letter of Credit, Administrative Agent shall promptly so notify Company, whereupon Company may request any other Revolving Lender to issue such Letter of Credit by delivering to such Revolving Lender a copy of the applicable Notice of Issuance of Letter of Credit. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Company and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Revolving Lender which so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto. In the event that all other Revolving Lenders shall have declined to issue such Letter of Credit, notwithstanding the prior election of Administrative Agent not to issue such Letter of Credit, Administrative Agent shall be obligated to issue such Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Administrative Agent, when aggregated with Administrative Agent's outstanding Revolving Loans, may exceed Administrative Agent's Revolving Loan Commitment then in effect; provided, however, that CIBC shall not in any event be obligated to issue any Commercial Letter of Credit in its capacity as Administrative Agent.

Notice of Issuance. Whenever Borrower Company desires the issuance of a Letter of Credit, it shall deliver to the proposed Issuing Lender and Administrative Agent a Notice of Issuance of Request to Issue Letter of Credit in the form of Exhibit III annexed hereto no later than 12:00 Noon (New York City time) at least three Business Days (or in each case such shorter period as may be agreed to by the proposed Issuing Lender in any particular instance) , in advance of the proposed date of issuance. The Notice of Issuance of Request to Issue Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) the face amount of the Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, beneficiary and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents. Borrower Company shall notify the applicable Issuing Lender (and the Administrative Agent, if the Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Borrower Company is required to certify in the applicable Notice of Issuance of Request to Issue Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Borrower Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower Company is required to certify in the applicable Notice of Issuance of Request to Issue Letter of Credit. All Letters of Credit (as defined in the Existing Credit Agreement) issued by a Person that is a Revolving Lender hereunder and outstanding on the Closing Date (each, an “Existing Letter of Credit”) shall be deemed issued under and pursuant to this subsection 3.1B(i) as of the Closing Date and shall be treated as Letters of Credit for all purposes under this Agreement from and after such date, with the issuer of each Existing Letter of Credit being deemed to be an Issuing Lender with respect thereto.

Notice of Issuance. Whenever Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 12:00 Noon 11:00 A.M. (New York City Dallas, Texas time) at least three five Business Days (in the case of Revolving Letters of Credit), or one Business Day (in the case of the Acquisition Letter of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance) , in advance of the proposed date of issuance. The Notice of Issuance 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 Revolving Letter of Credit or Acquisition Letter of Credit, (c) the face amount of the Letter of Credit, (cd) the expiration date of the Letter of Credit, (de) the name and address of the beneficiary, and (ef) in the case of a Revolving Letter of Credit, either the verbatim text of the proposed Revolving 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 on or prior to the expiration date of the Revolving Letter of Credit, would require the Issuing Lender to make payment under the Revolving Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Revolving Letter of Credit or any such documents; and provided, further that no Revolving Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of Issuing Lender) on such business day. Borrower shall notify the applicable Issuing Lender (and the Agent, if the 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 Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Credit, Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever To request the Issuance of a Syndicated Letter of Credit, the applicable Borrower desires shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the L/C Agent) to the L/C Agent (which will promptly notify the applicable Lenders and provide to such Lenders as soon as practicable a copy of the Syndicated Letter of Credit) at least 3 Business Days in advance of the requested date of Issuance (or such shorter period as is acceptable to the L/C Agent, including with respect to any request for the issuance of a Syndicated Letter of Credit on the Restatement Date, subject to approval by the L/C Agent) a notice in a form reasonably acceptable to the L/C Agent (a “Syndicated Letter of Credit Notice”) requesting the Issuance of a Syndicated Letter of Credit, it shall deliver to Agent a Notice of Issuance of or identifying the Syndicated Letter of Credit no later than 12:00 Noon (New York City time) at least three Business Days (to be amended, renewed, extended or in each increased, as the case such shorter period as may be agreed to by be, and specifying the Issuing Lender in any particular instance) in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), the date on which such Syndicated Letter of Credit is to expire (b) which shall comply with Section 3.1(c)), the face amount of the such Syndicated Letter of Credit, (c) the expiration date Applicable Currency of the such Syndicated Letter of Credit, (d) the name and address of the beneficiary, beneficiary thereof and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofof (and such other information as shall be necessary to prepare, including a precise description of any documents to be presented by amend, renew, extend or increase, as the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the case may be) such Syndicated Letter of Credit, would require it being understood and agreed that Syndicated Letters of Credit may be extended and renewed in accordance with Section 3.1(c). If requested by the Issuing Lender to make payment under L/C Agent, the applicable Borrower shall submit a letter of credit application on the L/C Agent’s standard form (with such changes as the L/C Agent shall reasonably deem appropriate) in connection with any request for a Syndicated Letter of Credit; provided that . In the Issuing Lender, in its reasonable discretion, may require changes in event of any inconsistency between the text terms and conditions of the proposed Letter of Credit or any such documents. Borrower shall notify the applicable Issuing Lender (this Agreement and the Agent, if the Agent is not such Issuing Lender) prior terms and conditions of any form of letter of credit application submitted by any Borrower to the issuance of L/C Agent relating to any Letter of Credit in the event that any of the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Syndicated Letter of Credit, the terms and upon the issuance conditions of any Letter of Credit Borrower this Agreement shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Creditcontrol.

Notice of Issuance. Whenever Borrower desires To request the issuance Issuance of a Participated Letter of Credit, it the applicable Credit Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Fronting Bank) to the Fronting Bank and the Administrative Agent (which shall promptly notify the applicable Lenders and provide to such Lenders as soon as practicable a Notice copy of Issuance of the Participated Letter of Credit no later than 12:00 Noon (New York City timeCredit) at least three five (5) Business Days in advance of the requested date of Issuance (or in each case such shorter period as may be agreed is acceptable to by the Issuing Lender in Administrative Agent and the Fronting Bank, including any particular instance) in advance of request for the proposed date of issuance. The Notice of Issuance of a Participated Letter of Credit on the Effective Date, subject to approval by the Administrative Agent and the Fronting Bank which shall specify not be unreasonably withheld or delayed) a notice in a form reasonably acceptable to the Administrative Agent (aa “Participated Letter of Credit Notice”) requesting the proposed Issuance of a Participated Letter of Credit, or identifying the Participated Letter of Credit to be amended, renewed, extended or increased as the case may be, and specifying the date of issuance Issuance (which shall be a Business Day), the date on which such Participated Letter of Credit is to expire (b) which shall comply with Section 3.2(c)), the face amount of the such Participated Letter of Credit, (c) the expiration date Type of the Letter of Credit and whether such Participated Letter of Credit is a Tranche 1 Letter of Credit or a Tranche 2 Letter of Credit, (d) the Applicable Currency, the name and address of the beneficiary, beneficiary thereof and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofof (and such other information as shall be necessary to prepare, including a precise description of any documents to be presented by amend, renew, extend or increase, as the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the case may be) such Participated Letter of Credit, would require it being understood and agreed that Participated Letters of Credit may be extended and renewed in accordance with Section 3.2(c). In addition to the Issuing Lender to make payment under the Letter delivery of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed any Participated Letter of Credit or any such documents. Borrower shall notify the applicable Issuing Lender (and the Agent, if the Agent is not such Issuing Lender) prior Notice with respect to the issuance Issuance of any Letter of Credit in the event that any of the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such secured Participated Letter of Credit, and upon the issuance of any applicable Credit Party shall deliver to the Administrative Agent a L/C Collateral Balance Report concurrently with the Participated Letter of Credit Borrower shall be deemed to have re-certified, as Notice confirming that the aggregate secured Letter of the date Credit Exposure of such issuance, as Credit Party after giving effect to the matters to which Borrower is required to certify Issuance thereof does not exceed the L/C Collateral Balance of such Credit Party at such time. If requested by the Fronting Bank, the Credit Party shall submit a letter of credit application on the Fronting Bank’s standard form (with such changes as the Fronting Bank shall reasonably deem appropriate) in the applicable Notice of Issuance of connection with any request for a Participated Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by such Credit Party to, or entered into by any Credit Party with, the Fronting Bank relating to any Participated Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance. Whenever Borrower (i) When the Company desires the issuance of a Letter of Creditor is required to issue Notes pursuant to this Section 2.1, it shall deliver to the Administrative Agent, with a copy to the Collateral Agent, a Notice of Issuance substantially in the form of Exhibit B-1, duly completed, executed by a Responsible Officer and with all exhibits required thereby (a "Notice of Issuance"), no later than 12:00 noon (New York time) at least, in the case of Qualcomm and Ericsson five, and in all other cases, three Euro-Dollar Business Days before the proposed Issuance Date and to the extent the proceeds of the Loans will be used to finance purchases under the Ericsson Supply Contract, attaching thereto an invoice (or other evidence of equipment purchases acceptable to Ericsson) setting forth amounts which are due and payable under the Ericsson Supply Agreement, provided that no such invoice shall be required with respect to an Issuance with respect to the Initial Issuance Commitment. (ii) In lieu of delivering a Notice of Issuance, the Company, through a Responsible Officer, may give the Administrative Agent telephonic notice of any proposed Issuance by the time a Notice of Issuance would be required to be delivered and containing all information required for a Notice of Issuance; provided, however, that such notice shall be Qualcomm/Ericsson Note Purchase Agreement 14 20 promptly confirmed in writing by delivery of a Notice of Issuance to the Administrative Agent on or before the proposed Issuance Date. The Administrative Agent shall incur no liability to the Company or the other Purchaser Parties in acting upon any telephonic notice that the Administrative Agent believes in good faith to have been given by a Responsible Officer or for otherwise acting in good faith under this Section 2.1 and in causing any Notes to be Issued in accordance with this Agreement pursuant to any telephonic notice. (iii) The Company shall notify the Administrative Agent of the names of its officers and employees authorized to request that the Purchasers purchase and to take other actions with respect to Notes on behalf of the Company (each, a "Responsible Officer") by providing the Administrative Agent with a Notice of Responsible Officer substantially in the form of Exhibit B-2, duly completed and executed by a Senior Officer of the Company (a "Notice of Responsible Officer"). The Administrative Agent shall be entitled to rely conclusively on a Responsible Officer's authority to request that the Purchasers purchase and to take other actions with respect to Notes on behalf of the Company until the Administrative Agent receives a new Notice of Responsible Officer that no longer designates such Person as a Responsible Officer. The Administrative Agent shall have no duty to verify the authenticity of the signature appearing on any Notice of Issuance, Notice of Responsible Officer or any other notice given under the Note Documents. (iv) Any Notice of Issuance (or telephone notice in lieu thereof) delivered pursuant to this Section shall be irrevocable and the Company shall be bound to issue Notes to the Purchasers in accordance therewith. (v) The Administrative Agent shall promptly notify each Purchaser of the contents of any Notice of Issuance (or telephonic notice in lieu thereof) received by it and, in the case of any such notice to a Purchaser, such Purchaser's pro rata portion of the purchase price of the Notes proposed to be issued pursuant thereto. Not later than 11:00 a.m. (New York time) on the date specified in such notice as the Issuance Date, each Purchaser, subject to the terms and conditions hereof, shall make its pro rata portion of the purchase price of the Notes issued pursuant to such Notice of Issuance available, in immediately available funds, to the Administrative Agent at the Administrative Agent's Office for deposit in the Administrative Agent's Account. (vi) Notwithstanding the foregoing, at any time that any amounts due to Ericsson Brazil under the Ericsson Supply Agreement shall remain unpaid for a period of 30 days after such amounts become due and payable (and, if there is any dispute with respect thereto, after exhaustion of all dispute resolution provisions set forth in the Ericsson Supply Agreement), the Company shall be required to deliver to the Administrative Agent a Notice of Issuance of Letter of Credit no later than 12:00 Noon (New York City time) at least three Business Days (or in each case such shorter period as may be agreed with respect to by the Issuing Lender in any particular instance) in advance of the proposed date of issuance. The Notice of an Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be Notes in a Business Day), (b) the face principal amount of the Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents equal to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents. Borrower shall notify the applicable Issuing Lender (and the Agent, if the 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 Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Creditpast due amount.

Notice of Issuance. Whenever Borrower Company desires the issuance of a Letter of Credit, it shall deliver to the proposed Issuing Lender (with a copy to Administrative Agent if Administrative Agent is not the proposed Issuing Lender) a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 12:00 Noon 1:00 P.M. (New York City time) at least three Business Days (or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance) ), in advance of the proposed date of issuance; provided that, if the proposed Issuing Lender so agrees, Company may request that the proposed Issuing Lender issue a Letter of Credit by telephonic notice so long as it promptly thereafter delivers to the proposed Issuing Lender (with a copy to Administrative Agent if Administrative Agent is not the proposed Issuing Lender) a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III annexed hereto. The Notice of Issuance of Letter of Credit shall specify (a) if the Company requests that a Revolving Lender other than the Administrative Agent issue such Letter of Credit, the Revolving Lender requested to issue the Letter of Credit, (b) the proposed date of issuance (which shall be a Business Day), (bc) the face amount of the Letter of Credit, (cd) the expiration date of the Letter of Credit, (de) the name and address of the beneficiary, (f) if such Letter of Credit is proposed to be issued for the account of a wholly-owned Subsidiary of Company, the name of such Subsidiary, and (eg) 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 on or in substantial compliance with the terms and conditions of the Letter of Credit prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Borrower Company shall notify the applicable Issuing Lender (and the Administrative Agent, if the Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Borrower Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Borrower Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Borrower desires To request the Issuance of a Syndicated Letter of Credit, the applicable Account Party shall hand deliver or deliver by facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the Administrative Agent) to the Administrative Agent (which shall, upon the request of any Lender, provide to such Lender as soon as practicable a copy of the Syndicated Letter of Credit) at least five Business Days in advance of the requested date of Issuance (or such shorter period as is acceptable to the Administrative Agent, including with respect to any request for the issuance of a Syndicated Letter of Credit on the Restatement Effective Date, subject to approval by the Administrative Agent which shall not be unreasonably withheld or delayed) a notice in a form reasonably acceptable to the Administrative Agent (a “Syndicated Letter of Credit Notice”) executed by an Authorized Officer requesting the Issuance of a Syndicated Letter of Credit, it shall deliver to Agent a Notice of Issuance of or identifying the Syndicated Letter of Credit no later than 12:00 Noon (New York City time) at least three Business Days (to be amended, renewed, extended or in each increased, as the case such shorter period as may be agreed to by be, and specifying the Issuing Lender in any particular instance) in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), the date on which such Syndicated Letter of Credit is to expire (b) which shall comply with Section 3.1(c)), the face amount of the such Syndicated Letter of Credit, (c) the expiration date whether such Syndicated Letter of the Credit is a Tranche 1 Letter of Credit or a Tranche 2 Letter of Credit, (d) if a Tranche 1 Letter of Credit, whether such Syndicated Letter of Credit will be secured by Eligible Collateral, the Applicable Currency of such Syndicated Letter of Credit, the name and address of the beneficiary, beneficiary thereof and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofof (and such other information as shall be necessary to prepare, including a precise description of any documents to be presented by amend, renew, extend or increase, as the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the case may be) such Syndicated Letter of Credit, would require it being understood and agreed that Syndicated Letters of Credit may be extended and renewed in accordance with Section 3.1(c). In addition to the Issuing Lender to make payment under the Letter delivery of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed any Syndicated Letter of Credit or any such documents. Borrower shall notify the applicable Issuing Lender (and the Agent, if the Agent is not such Issuing Lender) prior Notice with respect to the issuance Issuance of any Letter of Credit in the event as a Syndicated Letter of Credit that any of the matters to which Borrower is required to certify in secured by Eligible Collateral, the applicable Notice of Issuance of Account Party shall deliver, if requested by the Administrative Agent, to the Administrative Agent a Borrowing Base Report not later than 11:00 a.m., Charlotte time, on the Business Day immediately preceding the date on which such Syndicated Letter of Credit is no longer true to be Issued confirming that the aggregate Secured L/C Exposure attributable to such Account Party on whose account the Syndicated Letter of Credit is being Issued and correct as of after giving effect thereto does not exceed the proposed date of issuance Borrowing Base of such Account Party at such time. If requested by the Administrative Agent, each Account Party shall submit a letter of credit application on the Administrative Agent’s standard form (with such changes as the Administrative Agent shall reasonably deem appropriate) in connection with any request for a Syndicated Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Account Party to, or entered into by any Account Party with, the Administrative Agent relating to any Syndicated Letter of Credit, the terms and upon the issuance conditions of any Letter of Credit Borrower this Agreement shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Creditcontrol.

Notice of Issuance. Whenever Borrower desires To request the issuance Issuance of a Syndicated Letter of Credit, it the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the L/C Agent) to the L/C Agent a Notice of Issuance of Letter of Credit no later than 12:00 Noon (New York City time) at least three Business Days in advance of the requested date of Issuance (or in each case such shorter period as may be agreed is acceptable to by the Issuing Lender in L/C Agent, including with respect to any particular instance) in advance request for the issuance of the proposed date of issuance. The Notice of Issuance of a Syndicated Letter of Credit shall specify on the Effective Date) a notice in a form reasonably acceptable to the L/C Agent (aa “Syndicated Letter of Credit Notice”) requesting the proposed Issuance of a Syndicated Letter of Credit, or identifying the Syndicated Letter of Credit to be amended, renewed, extended or increased, as the case may be, and specifying the date of issuance Issuance (which shall be a Business 55 Day), the date on which such Syndicated Letter of Credit is to expire (b) which shall comply with Section 3.01(c)), the face amount of the such Syndicated Letter of Credit, (c) the expiration date Applicable Currency of the such Syndicated Letter of Credit, (d) the name and address of the beneficiary, beneficiary thereof and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofof (and such other information as shall be necessary to prepare, including a precise description of any documents to be presented by amend, renew, extend or increase, as the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the case may be) such Syndicated Letter of Credit, would require it being understood and agreed that Syndicated Letters of Credit may be extended and renewed in accordance with Section 3.01(c). If requested by the Issuing Lender to make payment under L/C Agent, the applicable Borrower shall submit a letter of credit application on the L/C Agent’s standard form (with such changes as the L/C Agent shall reasonably deem appropriate) in connection with any request for a Syndicated Letter of Credit; provided that . In the Issuing Lender, in its reasonable discretion, may require changes in event of any inconsistency between the text terms and conditions of the proposed Letter of Credit or any such documents. Borrower shall notify the applicable Issuing Lender (this Agreement and the Agent, if the Agent is not such Issuing Lender) prior terms and conditions of any form of letter of credit application submitted by any Borrower to the issuance of L/C Agent relating to any Letter of Credit in the event that any of the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Syndicated Letter of Credit, the terms and upon the issuance conditions of any Letter of Credit Borrower this Agreement shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Creditcontrol.

Notice of Issuance. Whenever Borrower desires Amendment, Renewal, Extension; Certain ---------------------------------------------------------- Conditions. (i) To request the issuance of a Committed Letter of Credit by any ----------- Issuing Bank (or the amendment, renewal or extension of an outstanding Committed Letter of Credit), a Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by such Issuing Bank) to such Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Committed Letter of Credit, it shall deliver to Agent a Notice of Issuance of or identifying the Committed Letter of Credit no later than 12:00 Noon (New York City time) at least three Business Days (to be amended, renewed or in each case such shorter period as may be agreed to by extended, the Issuing Lender in any particular instance) in advance of the proposed date of issuance. The Notice of Issuance of , amendment, renewal or extension, the date on which such Committed Letter of Credit shall specify (a) the proposed date of issuance is to expire (which shall be a Business Daycomply with paragraph (c) of this Section), (b) the face amount of the such Committed Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiarybeneficiary thereof, and (e) either the verbatim text whether such Committed Letter of the proposed Credit is to be a Performance Letter of Credit or a Standby Letter of Credit and such other information as shall be necessary to prepare, amend, renew or extend such Committed Letter of Credit. The Issuing Bank will issue any Committed Letter of Credit so requested at the proposed time specified in such notice, subject to the other terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary on or prior set forth herein. (1) Subject to the expiration terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Letter of Credit Bids and may (but shall not have any obligation to) accept Competitive Letter of Credit Bids and obtain the issuance of Competitive Letters of Credit. To request Competitive Letter of Credit Bids, a Borrower shall notify the Administrative Agent of such request by telephone not later than 11:00 a.m., New York City time, six Business Days before the date of the proposed issuance of the Competitive Letter of Credit. The Borrowers may submit multiple Competitive Letter of Credit Bid Requests on the same day. Each such telephonic Competitive Letter of Credit Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Letter of Credit Bid Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Competitive Letter of Credit Bid Request shall specify the Competitive Letter of Credit to be issued, amended, renewed or extended, the date of issuance, amendment, renewal or extension, the date on which such Competitive Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Competitive Letter of Credit, would require the Issuing Lender to make payment under name and address of the beneficiary thereof, whether such Competitive Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Credit is to be a Performance Letter of Credit or a Standby Letter of Credit and such other information as shall be necessary to prepare, amend, renew or extend such Committed Letter of Credit. Promptly following receipt of a Competitive Letter of Credit Bid Request in accordance with this Section, the Administrative Agent shall notify the Issuing Banks of the details thereof by telecopy, inviting the Issuing Banks to submit Competitive Letter of Credit Bids. (2) Issuing Banks may (but shall not have any obligation to) make one or more Competitive Letter of Credit Bids in response to a Competitive Letter of Credit Bid Request. Each Competitive Letter of Credit Bid must be in a form approved by the Administrative Agent and must be re ceived by the Administrative Agent by telecopy not later than 9:30 a.m., New York City time, four Business Days before the proposed issue date of such documentsCompetitive Letter of Credit. Borrower Competitive Letter of Credit Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Issuing Lender (and the Agent, if the Agent is not such Issuing Lender) prior to the issuance of any Banks as promptly as practicable. Each Competitive Letter of Credit in Bid shall specify the event that any of the matters to which Borrower is required to certify in the applicable Notice of Issuance of Competi tive Letter of Credit Bid Rate at which the Issuing Bank is no longer true and correct as of prepared to issue the proposed date of issuance of such Letter of Credit, and upon the issuance of any requested Competitive Letter of Credit Borrower shall be deemed to have re-certified, (expressed as of the date of such issuance, as to the matters to which Borrower is required to certify a percentage rate per annum in the applicable Notice form of Issuance of Letter of Credita decimal to no more than four decimal places).

Notice of Issuance. Whenever To request the Issuance of a Fronted Letter of Credit (or the extension, increase, amendment or renewal of any existing Fronted Letter of Credit), the applicable Borrower desires shall hand deliver (or transmit by electronic communication, if arrangements for doing so have been approved by the Fronting Bank; provided that the Fronting Bank hereby approves such electronic communication delivered by email) to the Fronting Bank and the Administrative Agent (which shall promptly notify the Lenders) not later than 11:00 a.m. (New York city time) three (3) Business Days in advance of the requested date of issuance (or such shorter period as is acceptable to the Administrative Agent and the Fronting Bank, including any request for the issuance of a Fronted Letter of Credit on the Closing Date, subject to approval by the Administrative Agent and the Fronting Bank) a letter of credit notice on the Fronting Bank’s standard form (with such changes as the Fronting Bank shall reasonably deem appropriate) or other electronic notice acceptable to the Fronting Bank (a “Fronted Letter of Credit Notice”) requesting the issuance of a Fronted Letter of Credit, it shall deliver to Agent a Notice of Issuance of or identifying the Fronted Letter of Credit no later than 12:00 Noon to be amended, renewed, extended or increased, as the case may be, and specifying: (New York City time) at least three Business Days (or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance) in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (aA) the proposed date of issuance (which shall be a Business Day), (bB) the face date on which such Fronted Letter of Credit is to expire (which shall comply with SECTION 3.04), (C) the stated amount of the such Fronted Letter of CreditCredit (it being agreed that all Fronted Letters of Credit shall be issued in Dollars or any Alternative Currency), (c) the expiration date of the Letter of Credit, (dD) the name and address of the beneficiary, beneficiary thereof and (eE) either such other customary information as shall be necessary to prepare, amend, renew, extend or increase, as the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofcase may be, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the such Fronted Letter of Credit, would require it being understood and agreed that Fronted Letters of Credit may be extended and renewed in accordance with SECTION 3.04. In the Issuing Lender to make payment under event of any inconsistency between the Letter terms and conditions of Credit; provided that this Agreement and the Issuing Lender, in its reasonable discretion, may require changes in the text terms and conditions of the proposed any Fronted Letter of Credit Notice or any such documents. Borrower shall notify the applicable Issuing Lender (and the Agent, if the Agent is not such Issuing Lender) prior to the issuance of any other Letter of Credit in the event that any of the matters to which Borrower is required to certify in Document submitted by the applicable Notice of Issuance of Borrower to, or entered into by the applicable Borrower with, the Fronting Bank relating to any Fronted Letter of Credit is no longer true issued for its account, the terms and correct as conditions of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Borrower this Agreement shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Creditcontrol.

Notice of Issuance. Whenever Borrower desires To request the issuance Issuance of a Participated Letter of Credit, it the applicable Account Party shall hand deliver or deliver by facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Fronting Bank) to the applicable Fronting Bank and the Administrative Agent (which shall, upon the request of any Lender, provide to such Lender as soon as practicable a Notice copy of Issuance of the Participated Letter of Credit no later than 12:00 Noon (New York City timeCredit) at least three five Business Days in advance of the requested date of Issuance (or in each case such shorter period as may be agreed is acceptable to by the Issuing Lender in Administrative Agent and such Fronting Bank, including any particular instance) in advance of request for the proposed date of issuance. The Notice of Issuance of a Participated Letter of Credit on the Restatement Effective Date, subject to approval by the Administrative Agent and the applicable Fronting Bank which shall specify not be unreasonably withheld or delayed) a notice in a form reasonably acceptable to the Administrative Agent (aa “Participated Letter of Credit Notice”) executed by an Authorized Officer requesting the proposed Issuance of a Participated Letter of Credit, or identifying the Participated Letter of Credit to be amended, renewed, extended or increased as the case may be, and specifying the date of issuance Issuance (which shall be a Business Day), the date on which such Participated Letter of Credit is to expire (b) which shall comply with Section 3.2(c)), the face amount of the such Participated Letter of Credit, (c) the expiration date Applicable Currency of the such Participated Letter of Credit, (d) the name and address of the beneficiarybeneficiary thereof and such other information as shall be necessary to prepare, and (e) either amend, renew, extend or increase, as the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofcase may be, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the such Participated Letter of Credit, would require it being understood and agreed that Participated Letters of Credit may be extended and renewed in accordance with Section 3.2(c). In addition to the Issuing Lender to make payment under the Letter delivery of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed any Participated Letter of Credit or any such documents. Borrower shall notify Notice, the applicable Issuing Lender (and Account Party shall deliver, if requested by the Administrative Agent, if the Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in Administrative Agent a Borrowing Base Report not later than 11:00 a.m., Charlotte time, on the event that any of Business Day immediately preceding the matters to date on which Borrower is required to certify in the applicable Notice of Issuance of such Participated Letter of Credit is no longer true and correct as of to be Issued confirming that the proposed date of issuance aggregate L/C Obligations of such Account Party on whose account the Participated Letter of Credit is being Issued and after giving effect thereto does not exceed the Borrowing Base of such Account Party at such time. If requested by any Fronting Bank, the Account Party shall submit a letter of credit application on such Fronting Bank’s standard form (with such changes as such Fronting Bank shall reasonably deem appropriate) in connection with any request for a Participated Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by such Account Party to, or entered into by any Account Party with, any Fronting Bank relating to any Participated Letter of Credit, the terms and upon the issuance conditions of any Letter of Credit Borrower this Agreement shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Creditcontrol.

Notice of Issuance. Whenever Borrower desires To request the issuance Issuance of a Syndicated Letter of Credit, it the Borrower shall hand deliver (or transmit by electronic communication, if arrangements for doing so have been approved by the L/C Agent) to the L/C Agent a Notice of Issuance of Letter of Credit no later than 12:00 Noon and the Administrative Agent (New York City timewhich will promptly notify the Lenders) at least three Business Days in advance of the requested date of Issuance (or in each case such shorter period as may be agreed is acceptable to by the Issuing Lender L/C Agent) a notice in any particular instance) in advance of a form reasonably acceptable to the proposed date of issuance. The Notice of Issuance of L/C Agent (a “Syndicated Letter of Credit shall specify (aNotice”) requesting the proposed Issuance of a Syndicated Letter of Credit, or identifying the Syndicated Letter of Credit to be amended, renewed, extended or increased, as the case may be, and specifying the date of issuance Issuance (which shall be a Business Day), the date on which such Syndicated Letter of Credit is to expire (b) which shall comply with Section 2.5(a)(iii)), the face amount of the such Syndicated Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, beneficiary thereof and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofof (and such other information as shall be necessary to prepare, including a precise description of any documents to be presented by amend, renew, extend or increase, as the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the case may be) such Syndicated Letter of Credit, would require it being understood and agreed that Syndicated Letters of Credit may be extended and renewed in accordance with Section 2.5(a)(iii). If requested by the Issuing Lender to make payment under L/C Agent, the Borrower shall submit a letter of credit application on the L/C Agent’s standard form (with such changes as the L/C Agent shall reasonably deem appropriate) in connection with any request for a Syndicated Letter of Credit; provided that . In the Issuing Lender, in its reasonable discretion, may require changes in event of any inconsistency between the text terms and conditions of the proposed Letter of Credit or any such documents. Borrower shall notify the applicable Issuing Lender (this Agreement and the Agent, if terms and conditions of any form of letter of credit application submitted by the Agent is not such Issuing Lender) prior Borrower to the issuance of L/C Agent relating to any Letter of Credit in the event that any of the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Syndicated Letter of Credit, the terms and upon the issuance conditions of any Letter of Credit Borrower this Agreement shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Creditcontrol.

Notice of Issuance. Whenever Borrower Company desires the issuance of a Letter of Credit, it shall deliver to the proposed Issuing Lender and Administrative Agent a Notice of Issuance of Request to Issue Letter of Credit in the form of Exhibit III annexed hereto no later than 12:00 Noon (New York City time) at least three Business Days (or in each case such shorter period as may be agreed to by the proposed Issuing Lender in any particular instance) , in advance of the proposed date of issuance. The Notice of Issuance of Request to Issue Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) the face amount of the Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, beneficiary and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents. Borrower Company shall notify the applicable Issuing Lender (and the Administrative Agent, if the Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Borrower Company is required to certify in the applicable Notice of Issuance of Request to Issue Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Borrower Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower Company is required to certify in the applicable Notice of Issuance of Request to Issue Letter of Credit. All Letters of Credit (as defined in the Existing Credit Agreement) issued by a Person that is a Revolving Lender hereunder and outstanding on the Closing Date (each, an “Existing Letter of Credit”) shall be deemed issued under and pursuant to this subsection 3.1B(i) as of the Closing Date and shall be treated as Letters of Credit for all purposes under this Agreement from and after such date.

Notice of Issuance. Whenever Borrower desires The Company shall give notice to the Administrative Agent and the applicable Issuing Lender of the proposed issuance of a Letter of Credit, it shall deliver to Agent a Notice of Issuance of each Letter of Credit no later than 12:00 Noon (New York City time) on a Business Day which is at least three Business Days (or in each case such shorter period lesser number of days as may be agreed to by the Issuing Lender in any particular instance) in advance of the proposed date of issuance. The Notice of Issuance 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) the expiration date of the Letter of Credit, (d) the name Administrative Agent and address of the beneficiary, and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents. Borrower shall notify the applicable Issuing Lender (and the Agent, if the Agent is not such Issuing Lendershall agree in any particular instance in their sole discretion) prior to the issuance of any Letter of Credit in the event that any of the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by an L/C Application, duly executed by the Company and upon in all respects satisfactory to the Administrative Agent and the applicable Issuing Lender, together with such other documentation as the Administrative Agent or the applicable Issuing Lender may request in support thereof, it being understood that each L/C Application shall specify, among other things, the date on which the proposed Letter of Credit is to be issued, the expiration date of such Letter of Credit (which shall be in accordance with Section 2.1.3) and whether such Letter of Credit is to be transferable in whole or in part. Any Letter of Credit outstanding after the scheduled Termination Date which is Cash Collateralized for the benefit of the applicable Issuing Lender shall be the sole responsibility of such Issuing Lender. So long as the applicable Issuing Lender has not received written notice that the conditions precedent set forth in Section 12 with respect to the issuance of any such Letter of Credit Borrower have not been satisfied, such Issuing Lender shall issue such Letter of Credit on the requested issuance date. Each Issuing Lender shall promptly advise the Administrative Agent of the issuance of each Letter of Credit issued by such Issuing Lender and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. As of the Restatement Effective Date, all Letters of Credit outstanding under the Existing Credit Agreement shall be deemed to have re-certifiedbeen issued pursuant hereto, as of and from and after the date of such issuance, as Restatement Effective Date shall be subject to and governed by the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Creditterms and conditions hereof.

Notice of Issuance. Whenever Borrower desires To request the issuance of a Syndicated Letter of Credit, it the applicable Account Party shall hand deliver or transmit by facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the LC Administrator; provided that the LC Administrator hereby approves such electronic communication delivered by email) to the LC Administrator and the Administrative Agent a Notice of Issuance of Letter of Credit no (which shall promptly notify the Lenders) not later than 12:00 Noon (New York City time) at least 11:00 a.m. three Business Days in advance of the requested date of issuance (or in each case such shorter period as may be agreed is acceptable to by the Issuing Lender in LC Administrator, including any particular instance) in advance request for the issuance of the proposed date of issuance. The Notice of Issuance of a Syndicated Letter of Credit on the Effective Date, subject to approval by the LC Administrator) a letter of credit notice on the LC Administrator’s standard form (with such changes as the LC Administrator shall specify reasonably deem appropriate) or other electronic notice acceptable to the LC Administrator (aa “Syndicated Letter of Credit Notice”) requesting the issuance of a Syndicated Letter of Credit, or identifying the Syndicated Letter of Credit to be amended, renewed, extended or increased, as the case may be, and specifying: (A) the proposed date of issuance (which shall be a Business Day), (bB) the face date on which such Syndicated Letter of Credit is to expire (which shall comply with Section 3.3), (C) the stated amount of the such Syndicated Letter of CreditCredit (it being agreed that all Letters of Credit shall be issued in Dollars), (c) the expiration date of the Letter of Credit, (dD) the name and address of the beneficiarybeneficiary thereof, (E) whether such Letter of Credit will be secured by Collateral, and (eF) either such other customary information as shall be necessary to prepare, amend, renew, extend or increase, as the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofcase may be, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the such Syndicated Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided it being understood and agreed that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter Syndicated Letters of Credit or any such documentsmay be extended and renewed in accordance with Section 3.3. Borrower shall notify the applicable Issuing Lender (and the Agent, if the Agent is not such Issuing Lender) prior With respect to the issuance of any Letter of Credit that is a Secured Letter of Credit, in addition to the event that any delivery of the matters to which Borrower is required to certify in foregoing, the applicable Notice of Issuance of Account Party shall deliver to the Administrative Agent a Borrowing Base Report not later than 11:00 a.m. on the Business Day immediately preceding the date on which such Secured Letter of Credit is no longer true and correct as to be issued confirming that the sum of the proposed date of issuance of such Letter of Credit, and upon the issuance of any aggregate Secured Letter of Credit Borrower shall be deemed Exposure attributable to have re-certified, as of such Account Party after giving effect thereto does not exceed the date Borrowing Base of such issuance, as to Account Party at such time. In the matters to which Borrower is required to certify in event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Syndicated Letter of Credit Notice or other Letter of Credit Document submitted by the applicable Notice of Issuance of Account Party to, or entered into by the applicable Account Party with, the LC Administrator relating to any Syndicated Letter of CreditCredit issued for its account, the terms and conditions of this Agreement shall control.

Notice of Issuance. Whenever Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent and the respective Issuing Lender a Notice of Issuance of Letter of Credit substantially in the form of Exhibit VI annexed hereto no later than 12:00 Noon 11:00 A.M. (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the applicable Issuing Lender in any particular instance) , in advance of the proposed date of issuance. The Notice of 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, (cd) the expiration date of the Letter of Credit, (de) the name and address of the beneficiary, and (ef) 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 on or 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 applicable Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of Issuing Lender) on such business day. Borrower shall notify the applicable Issuing Lender (and the Administrative Agent, if the Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Credit, Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Borrower desires To request the Issuance of a Syndicated Letter of Credit, the applicable Account Party shall hand deliver or deliver by facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the Administrative Agent) to the Administrative Agent (which shall, upon the request of any Lender, provide to such Lender as soon as practicable a copy of the Syndicated Letter of Credit) at least five Business Days in advance of the requested date of Issuance (or such shorter period as is acceptable to the Administrative Agent, including with respect to any request for the issuance of a Syndicated Letter of Credit on the Restatement Effective Date, subject to approval by the Administrative Agent which shall not be unreasonably withheld or delayed) a notice in a form reasonably acceptable to the Administrative Agent (a “Syndicated Letter of Credit Notice”) executed by an Authorized Officer requesting the Issuance of a Syndicated Letter of Credit, it shall deliver to Agent a Notice of Issuance of or identifying the Syndicated Letter of Credit no later than 12:00 Noon (New York City time) at least three Business Days (to be amended, renewed, extended or in each increased, as the case such shorter period as may be agreed to by be, and specifying the Issuing Lender in any particular instance) in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), the date on which such Syndicated Letter of Credit is to expire (b) which shall comply with Section 3.1(c)), the face amount of the such Syndicated Letter of Credit, (c) the expiration date Applicable Currency of the such Syndicated Letter of Credit, (d) the name and address of the beneficiary, beneficiary thereof and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofof (and such other information as shall be necessary to prepare, including a precise description of any documents to be presented by amend, renew, extend or increase, as the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the case may be) such Syndicated Letter of Credit, would require it being understood and agreed that Syndicated Letters of Credit may be extended and renewed in accordance with Section 3.1(c). In addition to the Issuing Lender to make payment under the Letter delivery of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed any Syndicated Letter of Credit or any such documents. Borrower shall notify Notice, the applicable Issuing Lender (and Account Party shall deliver, if requested by the Administrative Agent, if the Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in Administrative Agent a Borrowing Base Report not later than 11:00 a.m., Charlotte time, on the event that any of Business Day immediately preceding the matters to date on which Borrower is required to certify in the applicable Notice of Issuance of such Syndicated Letter of Credit is no longer true and correct as of to be Issued confirming that the proposed date of issuance aggregate L/C Obligations of such Account Party on whose account the Syndicated Letter of Credit is being Issued and after giving effect thereto does not exceed the Borrowing Base of such Account Party at such time. If requested by the Administrative Agent, each Account Party shall submit a letter of credit application on the Administrative Agent’s standard form (with such changes as the Administrative Agent shall reasonably deem appropriate) in connection with any request for a Syndicated Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Account Party to, or entered into by any Account Party with, the Administrative Agent relating to any Syndicated Letter of Credit, the terms and upon the issuance conditions of any Letter of Credit Borrower this Agreement shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Creditcontrol.

Notice of Issuance. Whenever Borrower desires To request the Issuance of a Syndicated Letter of Credit, the applicable Account Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Administrative Agent) to the Administrative Agent (which will promptly notify the applicable Lenders and provide to such Lenders as soon as practicable a copy of the Syndicated Letter of Credit) at least five (5) Business Days in advance of the requested date of Issuance (or such shorter period as is acceptable to the Administrative Agent, including with respect to any request for the issuance of a Syndicated Letter of Credit on the Restatement Effective Date, subject to approval by the Administrative Agent which shall not be unreasonably withheld or delayed) a notice in a form reasonably acceptable to the Administrative Agent (a “Syndicated Letter of Credit Notice”) requesting the Issuance of a Syndicated Letter of Credit, it shall deliver to Agent a Notice of Issuance of or identifying the Syndicated Letter of Credit no later than 12:00 Noon (New York City time) at least three Business Days (to be amended, renewed, extended or in each increased, as the case such shorter period as may be agreed to by be, and specifying the Issuing Lender in any particular instance) in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), the date on which such Syndicated Letter of Credit is to expire (b) which shall comply with Section 3.1(c)), the face amount of the such Syndicated Letter of Credit, (c) the expiration date whether such Syndicated Letter of the Credit is a Tranche 1 Letter of Credit or a Tranche 2 Letter of Credit, (d) the Applicable Currency of such Syndicated Letter of Credit, the name and address of the beneficiary, beneficiary thereof and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofof (and such other information as shall be necessary to prepare, including a precise description of any documents to be presented by amend, renew, extend or increase, as the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the case may be) such Syndicated Letter of Credit, would require it being understood and agreed that Syndicated Letters of Credit may be extended and renewed in accordance with Section 3.1(c). In addition to the Issuing Lender delivery of any Syndicated Letter of Credit Notice with respect to make payment under the Issuance of any Tranche 2 Letter of Credit as a Syndicated Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents. Borrower shall notify the applicable Issuing Lender (and the Agent, if the Agent is not such Issuing Lender) prior Account Party shall deliver to the issuance of any Letter of Credit in Administrative Agent a Borrowing Base Report not later than 11:00 a.m. Charlotte time on the event that any of Business Day immediately preceding the matters to date on which Borrower is required to certify in the applicable Notice of Issuance of such Syndicated Letter of Credit is no longer true and correct as to be Issued confirming that the sum of the proposed date aggregate Tranche 2 Letter of issuance Credit Exposure attributable to such Account Party on whose account the Syndicated Letter of Credit is being Issued and after giving effect thereto does not exceed the Borrowing Base of such Account Party at such time. If requested by the Administrative Agent, each Account Party shall submit a letter of credit application on the Administrative Agent’s standard form (with such changes as the Administrative Agent shall reasonably deem appropriate) in connection with any request for a Syndicated Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Account Party to, or entered into by any Account Party with, the Administrative Agent relating to any Syndicated Letter of Credit, the terms and upon the issuance conditions of any Letter of Credit Borrower this Agreement shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Creditcontrol.

Notice of Issuance. Whenever Amendment, Renewal, Extension; Certain Conditions. In order to request the issuance of a Letter of Credit (or to amend, renew or extend an existing Letter of Credit), a Borrower desires shall hand deliver or telecopy (or transmit by electronic transmission, pursuant to negotiated arrangements between the Borrowers and the Issuing Bank) to the Issuing Bank and the Administrative Agent (at least one Business Day in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, it shall deliver to Agent a Notice of Issuance of or identifying the Letter of Credit no later than 12:00 Noon (New York City time) at least three Business Days (to be amended, renewed or in each case such shorter period as may be agreed to by extended, the Issuing Lender in any particular instance) in advance of the proposed date of issuance. The Notice of Issuance of , amendment, renewal or extension, the date on which such Letter of Credit shall specify (a) the proposed date of issuance is to expire (which shall be a Business Daycomply with paragraph (c) below), (b) the face amount of the such Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, beneficiary thereof and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents such other information as shall be necessary to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents. Borrower shall notify the applicable Issuing Lender (and the Agent, if the 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 Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of prepare such Letter of Credit, and all such information shall be included on the Issuing Bank's standard form of application and reimbursement agreement, provided, however, that to the extent of any inconsistency between the provisions of such standard forms and the provisions of this Restated Credit Agreement, the latter shall govern in all respects. The Issuing Bank shall provide to the Administrative Agent on a weekly basis and on the last day of each March, June, September and December, a report describing any issuances, disbursements or other activity with respect to all outstanding Letters of Credit for the period through, but not including, the last day of such March, June, September or December, as the case may be. A Letter of Credit shall be issued, amended, renewed or extended only if, and upon issuance, amendment, renewal or extension of each Letter of Credit the issuance Borrowers shall be deemed to represent and warrant that, after giving effect to such issuance, amendment, renewal or extension (i) the L/C Exposure shall not exceed $50,000,000 and (ii) the Aggregate Credit Exposure shall not exceed the Total Commitment. If the Administrative Agent determines that, after giving effect to the issuance, amendment, renewal or extension of any Letter of Credit, that the Aggregate Credit Borrower Exposure shall be deemed exceed the Total Commitment, it shall promptly provide the Issuing Bank written notice to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of effect. Each Letter of CreditCredit shall provide for payments of drawings in dollars or an Alternate Currency.

Notice of Issuance. Whenever Borrower desires To request the issuance of a Syndicated Letter of Credit, it the applicable Account Party shall hand deliver or transmit by facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the LC Administrator; provided that the LC Administrator hereby approves such electronic communication delivered by email) to the LC Administrator and the Administrative Agent a Notice of Issuance of Letter of Credit no (which shall promptly notify the Lenders) not later than 12:00 Noon 11:00 a.m. three (New York City time3) at least three Business Days in advance of the requested date of issuance (or in each case such shorter period as may be agreed is acceptable to by the Issuing Lender in LC Administrator, including any particular instance) in advance request for the issuance of the proposed date of issuance. The Notice of Issuance of a Syndicated Letter of Credit on the Effective Date, subject to approval by the LC Administrator) a letter of credit notice on the LC Administrator’s standard form (with such changes as the LC Administrator shall specify reasonably deem appropriate) or other electronic notice acceptable to the LC Administrator (aa “Syndicated Letter of Credit Notice”) requesting the issuance of a Syndicated Letter of Credit, or identifying the Syndicated Letter of Credit to be amended, renewed, extended or increased, as the case may be, and specifying: (A) the proposed date of issuance (which shall be a Business Day), (bB) the face date on which such Syndicated Letter of Credit is to expire (which shall comply with Section 3.3), (C) the stated amount of the such Syndicated Letter of CreditCredit (it being agreed that all Letters of Credit shall be issued in Dollars), (c) the expiration date of the Letter of Credit, (dD) the name and address of the beneficiarybeneficiary thereof, (E) whether such Letter of Credit will be secured by Collateral, and (eF) either such other customary information as shall be necessary to prepare, amend, renew, extend or increase, as the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofcase may be, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the such Syndicated Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided it being understood and agreed that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter Syndicated Letters of Credit or any such documentsmay be extended and renewed in accordance with Section 3.3. Borrower shall notify the applicable Issuing Lender (and the Agent, if the Agent is not such Issuing Lender) prior With respect to the issuance of any Letter of Credit that is a Secured Letter of Credit, in addition to the event that any delivery of the matters to which Borrower is required to certify in foregoing, the applicable Notice of Issuance of Account Party shall deliver to the Administrative Agent a Borrowing Base Report not later than 11:00 a.m. on the Business Day immediately preceding the date on which such Secured Letter of Credit is no longer true and correct as to be issued confirming that the sum of the proposed date of issuance of such Letter of Credit, and upon the issuance of any aggregate Secured Letter of Credit Borrower shall be deemed Exposure attributable to have re-certified, as of such Account Party after giving effect thereto does not exceed the date Borrowing Base of such issuance, as to Account Party at such time. In the matters to which Borrower is required to certify in event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Syndicated Letter of Credit Notice or other Letter of Credit Document submitted by the applicable Notice of Issuance of Account Party to, or entered into by the applicable Account Party with, the LC Administrator relating to any Syndicated Letter of CreditCredit issued for its account, the terms and conditions of this Agreement shall control.

Notice of Issuance. Whenever Borrower desires The Company shall give notice to the Administrative Agent and the applicable Issuing Lender of the proposed issuance of each Letter of Credit on a Business Day which is (i) in the case of a Letter of CreditCredit denominated in U.S. Dollars, it shall deliver to Agent a Notice of Issuance of Letter of Credit no later than 12:00 Noon (New York City time) at least three Business Days (or in each case such shorter period lesser number of days as may be agreed to by the Administrative Agent and the applicable Issuing Lender shall agree in any particular instanceinstance in their sole discretion) in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) prior to the proposed date of issuance (which shall be a Business Day), (b) the face amount of the Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (e) either the verbatim text of the proposed such 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 on or 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 (ii) in the text case of the proposed a Letter of Credit denominated in an Alternative Currency, at least five Business Days (or any such documents. Borrower shall notify lesser number of days as the Administrative Agent and the applicable Issuing Lender (and the Agent, if the Agent is not such Issuing Lendershall agree in any particular instance in their sole discretion) prior to the issuance of any Letter of Credit in the event that any of the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by an L/C Application, duly executed by the Company and upon in all respects satisfactory to the Administrative Agent and the applicable Issuing Lender, together with such other documentation as the Administrative Agent or the applicable Issuing Lender may request in support thereof, it being understood that each L/C Application shall specify, among other things, the date on which the proposed Letter of Credit is to be issued, the expiration date of such Letter of Credit (which shall be in accordance with Section 2.1.4) and whether such Letter of Credit is to be transferable in whole or in part. Any Letter of Credit outstanding after the scheduled Termination Date which is Cash Collateralized for the benefit of the applicable Issuing Lender shall be the sole responsibility of such Issuing Lender. So long as the applicable Issuing Lender has not received written notice that the conditions precedent set forth in Section 12 with respect to the issuance of any such Letter of Credit Borrower have not been satisfied, such Issuing Lender shall issue such Letter of Credit on the requested issuance date. Each Issuing Lender shall promptly advise the Administrative Agent of the issuance of each Letter of Credit issued by such Issuing Lender and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. As of the Effective Date, all Letters of Credit outstanding under the Existing Credit Agreement shall be deemed to have re-certifiedbeen issued pursuant hereto, as of and from and after the date of such issuance, as Effective Date shall be subject to and governed by the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Creditterms and conditions hereof.

Notice of Issuance. Whenever To request the Issuance of a Syndicated Letter of Credit, the applicable Borrower desires shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the L/C Agent) to the L/C Agent (which will promptly notify the applicable Lenders and provide to such Lenders as soon as practicable a copy of the Syndicated Letter of Credit) at least 3 Business Days in advance of the requested date of Issuance (or such shorter period as is acceptable to the L/C Agent, including with respect to any request for the issuance of a Syndicated Letter of Credit on the Closing Date, subject to approval by the L/C Agent) a notice in a form reasonably acceptable to the L/C Agent (a “Syndicated Letter of Credit Notice”) requesting the Issuance of a Syndicated Letter of Credit, it shall deliver to Agent a Notice of Issuance of or identifying the Syndicated Letter of Credit no later than 12:00 Noon (New York City time) at least three Business Days (to be amended, renewed, extended or in each increased, as the case such shorter period as may be agreed to by be, and specifying the Issuing Lender in any particular instance) in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), the date on which such Syndicated Letter of Credit is to expire (b) which shall comply with Section 3.1(c)), the face amount of the such Syndicated Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, beneficiary thereof and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofof (and such other information as shall be necessary to prepare, including a precise description of any documents to be presented by amend, renew, extend or increase, as the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the case may be) such Syndicated Letter of Credit, would require it being understood and agreed that Syndicated Letters of Credit may be extended and renewed in accordance with Section 3.1(c). If requested by the Issuing Lender to make payment under L/C Agent, the applicable Borrower shall submit a letter of credit application on the L/C Agent’s standard form (with such changes as the L/C Agent shall reasonably deem appropriate) in connection with any request for a Syndicated Letter of Credit; provided that . In the Issuing Lender, in its reasonable discretion, may require changes in event of any inconsistency between the text terms and conditions of the proposed Letter of Credit or any such documents. Borrower shall notify the applicable Issuing Lender (this Agreement and the Agent, if the Agent is not such Issuing Lender) prior terms and conditions of any form of letter of credit application submitted by any Borrower to the issuance of L/C Agent relating to any Letter of Credit in the event that any of the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Syndicated Letter of Credit, the terms and upon the issuance conditions of any Letter of Credit Borrower this Agreement shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Creditcontrol.

Notice of Issuance. Whenever Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit XV annexed hereto no later than 12:00 Noon (New York, New York City time) at least three (3) Business Days (in the case of Standby Letters of Credit) or five (5) Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance) , in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (ai) the proposed date of issuance (which shall be a Business Day), (bii) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (iii) the face amount of the Letter of Credit, (civ) the expiration date of the Letter of Credit, (dv) the name and address of the beneficiary, and (evi) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documentsdocuments or certificates; and provided, further that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the same Business Day (under the laws of the jurisdiction in which the office of such Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such Business Day. Borrower shall promptly notify the applicable Issuing Lender (and the Administrative Agent, if the Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Borrower desires To request the issuance Issuance of a Participated Letter of Credit, it the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Fronting Bank and Administrative Agent) to the applicable Fronting Bank and the Administrative Agent a Notice of Issuance of Letter of Credit no later than 12:00 Noon (New York City timewhich will promptly notify the Banks) at least three Business Days in advance of the requested date of Issuance (or in each case such shorter period as may be agreed is acceptable to by the Issuing Lender in applicable Fronting Bank, including with respect to any particular instance) in advance of request for the proposed date of issuance. The Notice of Issuance of a Participated Letter of Credit shall specify on the Effective Date, subject to approval by the applicable Fronting Bank) a notice in a form reasonably acceptable to the applicable Fronting Bank (aa “Participated Letter of Credit Notice”) requesting the proposed Issuance of a Participated Letter of Credit, or identifying the Participated Letter of Credit to be amended, renewed, extended or increased, as the case may be, and specifying the date of issuance Issuance (which shall be a Business Day), the date on which such Participated Letter of Credit is to expire (b) which shall comply with Section 3.02(c)), the face amount of the such Participated Letter of Credit, (c) the expiration date Applicable Currency of the such Participated Letter of Credit, (d) the name and address of the beneficiary, beneficiary thereof and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofof (and such other information as shall be necessary to prepare, including a precise description of any documents to be presented by amend, renew, extend or increase, as the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the case may be) such Participated Letter of Credit, would require it being understood and agreed that Participated Letters of Credit may be extended and renewed in accordance with Section 3.02(c). If requested by any applicable Fronting Bank, the Issuing Lender to make payment under the applicable Borrower shall submit a letter of credit application on such Fronting Bank’s standard form (with such changes as such Fronting Bank shall reasonably deem appropriate) in connection with any request for a Participated Letter of Credit; provided that . In the Issuing Lender, in its reasonable discretion, may require changes in event of any inconsistency between the text terms and conditions of the proposed Letter of Credit or any such documents. Borrower shall notify the applicable Issuing Lender (this Agreement and the Agent, if the Agent is not such Issuing Lender) prior to the issuance terms and conditions of any Letter form of Credit in the event that letter of credit application submitted by any of the matters Borrower to which Borrower is required such Fronting Bank relating to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such any Participated Letter of Credit, the terms and upon the issuance conditions of any Letter of Credit Borrower this Agreement shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Creditcontrol.

Notice of Issuance. Whenever Borrower desires To request the issuance Issuance of a Participated Letter of Credit, it Allied World shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Fronting Bank) to Agent a Notice of Issuance of Letter of Credit no later than 12:00 Noon the applicable Fronting Bank (New York City timewhich shall promptly notify the Lenders) at least three 3 Business Days in advance of the requested date of Issuance (or in each case such shorter period as may be agreed is acceptable to by the Issuing Lender in applicable Fronting Bank, including any particular instance) in advance of request for the proposed date of issuance. The Notice of Issuance of a Participated Letter of Credit shall specify on the Closing Date, subject to approval by the applicable Fronting Bank) a notice in a form reasonably acceptable to the applicable Fronting Bank (aa “Participated Letter of Credit Notice”) requesting the proposed Issuance of a Participated Letter of Credit, or identifying the Participated Letter of Credit to be amended, renewed, extended or increased as the case may be, and specifying the date of issuance Issuance (which shall be a Business Day), the date on which such Participated Letter of Credit is to expire (b) which shall comply with Section 2.2(c)), the face amount of the such Participated Letter of Credit, (c) the expiration date Applicable Currency of the such Participated Letter of Credit, (d) the name and address of the beneficiarybeneficiary thereof and such other information as shall be necessary to prepare, and (eamend, renew, extend or increase, as the case may be) 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 on or prior to the expiration date of the such Participated Letter of Credit, would require it being understood and agreed that Participated Letters of Credit may be extended and renewed in accordance with Section 2.2(c). In addition to the Issuing Lender to make payment under the Letter delivery of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed any Participated Letter of Credit or any such documents. Borrower Notice, Allied World shall notify the applicable Issuing Lender (and the Agent, if the Agent is not such Issuing Lender) prior deliver to the issuance of any Letter of Credit in Administrative Agent a Collateral Base Report not later than 11:00 a.m. Charlotte, North Carolina time on the event that any of Business Day immediately preceding the matters to date on which Borrower is required to certify in the applicable Notice of Issuance of such Participated Letter of Credit is no longer true to be Issued confirming that the Minimum Collateral Amount, after giving effect to such Issuance, does not exceed the Collateral Base at such time. If requested by any Fronting Bank, Allied World shall submit a letter of credit application on such Fronting Bank’s standard form (with such changes as such Fronting Bank shall reasonably deem appropriate) in connection with any request for a Participated Letter of Credit. In the event of any inconsistency between the terms and correct as conditions of this Agreement and the proposed date terms and conditions of issuance any form of such letter of credit application submitted by Allied World to any Fronting Bank relating to any Participated Letter of Credit, the terms and upon the issuance conditions of any Letter of Credit Borrower this Agreement shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Creditcontrol.

Notice of Issuance. Whenever Borrower desires Borrowers desire the issuance of a Letter of Credit, it they shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of EXHIBIT III annexed hereto no later than 12:00 Noon 1:00 P.M. (New York City time) at least three Business Days (Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance) , in advance of the proposed date of issuance. The Notice of Issuance 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) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided PROVIDED that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and PROVIDED, FURTHER that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the same Business Day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 12:00 Noon (in the time zone of such office of the Issuing Lender) on such Business Day. Borrower Borrowers shall notify the applicable Issuing Lender (and the Administrative Agent, if the Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Borrower is Borrowers are required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Borrower Borrowers shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower Borrowers is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Borrower Company desires the issuance of a Letter -------------------- of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III annexed hereto no ----------- later than 12:00 Noon 11:00 A.M. (New York City time) at least three Business Days (Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance) , in advance of the proposed date of issuance. The Notice of Issuance 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) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit and in the event CIBC is the Issuing Lender, such Notice of Issuance of Letter of Credit shall attach a current application form from CIBC with respect to the issuance of such Letter of Credit; provided that the Issuing Lender, in its reasonable -------- discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided further that no Letter of Credit shall require -------- ------- payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Borrower Company shall notify the applicable Issuing Lender (and the Administrative Agent, if the Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Borrower Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Borrower Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of EXHIBIT III annexed hereto no later than 12:00 Noon (New York City time) at least three Business Days (Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance) , in advance of the proposed date of issuance. The Notice of Issuance 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) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, (e) whether the Letter of Credit will be a Documentary Letter of Credit, and (ef) 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 on or prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided PROVIDED that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and PROVIDED, FURTHER that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 12:00 Noon (in the time zone of such office of the Issuing Lender) on such business day. Borrower shall notify the applicable Issuing Lender (and the Administrative Agent, if the Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Borrower desires To request the issuance Issuance of a Participated Letter of Credit, it the Borrower shall hand deliver or deliver by facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the Fronting Bank and Administrative Agent) to the Fronting Bank and the Administrative Agent a Notice of Issuance of Letter of Credit no later than 12:00 Noon (New York City timewhich will promptly notify the Lenders) at least three Business Days in advance of the requested date of Issuance (or in each case such shorter period as may be agreed is acceptable to by the Issuing Lender Fronting Bank) a notice in any particular instance) in advance of a form reasonably acceptable to the proposed date of issuance. The Notice of Issuance of Fronting Bank (a “Participated Letter of Credit shall specify (aNotice”) requesting the proposed Issuance of a Participated Letter of Credit, or identifying the Participated Letter of Credit to be amended, renewed, extended or increased, as the case may be, and specifying the date of issuance Issuance (which shall be a Business Day), the date on which such Participated Letter of Credit is to expire (b) which shall comply with Section 2.5(b)(iii)), the face amount of the such Participated Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, beneficiary thereof and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofof (and such other information as shall be necessary to prepare, including a precise description of any documents to be presented by amend, renew, extend or increase, as the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the case may be) such Participated Letter of Credit, would require it being understood and agreed that Participated Letters of Credit may be extended and renewed in accordance with Section 2.5(b)(iii). If requested by the Issuing Lender to make payment under Fronting Bank, the Borrower shall submit a letter of credit application on the Fronting Bank’s standard form (with such changes as the Fronting Bank shall reasonably deem appropriate) in connection with any request for a Participated Letter of Credit; provided that . In the Issuing Lender, in its reasonable discretion, may require changes in event of any inconsistency between the text terms and conditions of the proposed Letter of Credit or any such documents. Borrower shall notify the applicable Issuing Lender (this Agreement and the Agent, if terms and conditions of any form of letter of credit application submitted by the Agent is not such Issuing Lender) prior Borrower to the issuance of Fronting Bank relating to any Letter of Credit in the event that any of the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Participated Letter of Credit, the terms and upon the issuance conditions of any Letter of Credit Borrower this Agreement shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Creditcontrol.

Notice of Issuance. Whenever Borrower desires To request the issuance Issuance of a Participated Letter of Credit, it the applicable Account Party shall hand deliver or deliver by facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Fronting Bank) to the applicable Fronting Bank and the Administrative Agent (which shall, upon the request of any Lender, provide to such Lender as soon as practicable a Notice copy of Issuance of the Participated Letter of Credit no later than 12:00 Noon (New York City timeCredit) at least three five Business Days in advance of the requested date of Issuance (or in each case such shorter period as may be agreed is acceptable to by the Issuing Lender in Administrative Agent and such Fronting Bank, including any particular instance) in advance of request for the proposed date of issuance. The Notice of Issuance of a Participated Letter of Credit on the Restatement Effective Date, subject to approval by the Administrative Agent and the applicable Fronting Bank which shall specify not be unreasonably withheld or delayed) a notice in a form reasonably acceptable to the Administrative Agent (aa “Participated Letter of Credit Notice”) executed by an Authorized Officer requesting the proposed Issuance of a Participated Letter of Credit, or identifying the Participated Letter of Credit to be amended, renewed, extended or increased as the case may be, and specifying the date of issuance Issuance (which shall be a Business Day), the date on which such Participated Letter of Credit is to expire (b) which shall comply with Section 3.2(c)), the face amount of the such Participated Letter of Credit, (c) the expiration date whether such Participated Letter of the Credit is a Tranche 1 Letter of Credit or a Tranche 2 Letter of Credit, (d) if a Tranche 1 Letter of Credit, whether such Participated Letter of Credit will be secured by Eligible Collateral, the Applicable Currency of such Participated Letter of Credit, the name and address of the beneficiarybeneficiary thereof and such other information as shall be necessary to prepare, and (e) either amend, renew, extend or increase, as the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofcase may be, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the such Participated Letter of Credit, would require it being understood and agreed that Participated Letters of Credit may be extended and renewed in accordance with Section 3.2(c). In addition to the Issuing Lender to make payment under the Letter delivery of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed any Participated Letter of Credit or any such documents. Borrower shall notify the applicable Issuing Lender (and the Agent, if the Agent is not such Issuing Lender) prior Notice with respect to the issuance Issuance of any Letter of Credit in the event as a Participated Letter of Credit that any of the matters to which Borrower is required to certify in secured by Eligible Collateral, the applicable Notice of Issuance of Account Party shall deliver, if requested by the Administrative Agent, to the Administrative Agent a Borrowing Base Report not later than 11:00 a.m., Charlotte time, on the Business Day immediately preceding the date on which such Participated Letter of Credit is no longer true to be Issued confirming that the aggregate Secured L/C Exposure attributable to such Account Party on whose account the Participated Letter of Credit is being Issued and correct as of after giving effect thereto does not exceed the proposed date of issuance Borrowing Base of such Account Party at such time. If requested by any Fronting Bank, the Account Party shall submit a letter of credit application on such Fronting Bank’s standard form (with such changes as such Fronting Bank shall reasonably deem appropriate) in connection with any request for a Participated Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by such Account Party to, or entered into by any Account Party with, any Fronting Bank relating to any Participated Letter of Credit, the terms and upon the issuance conditions of any Letter of Credit Borrower this Agreement shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Creditcontrol.

Notice of Issuance. Whenever Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 12:00 Noon 1:00 P.M. (New York City time) at least three Business Days (Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance) , in advance of the proposed date of issuance. The Notice of Issuance 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) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the same Business Day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 12:00 Noon (in the time zone of such office of the Issuing Lender) on such Business Day. Borrower shall notify the applicable Issuing Lender (and the Administrative Agent, if the Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Borrower desires To request the issuance Issuance of a Syndicated Letter of Credit, it the Borrower shall hand deliver or deliver by facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the L/C Agent) to the L/C Agent a Notice of Issuance of Letter of Credit no later than 12:00 Noon and the Administrative Agent (New York City timewhich will promptly notify the Lenders) at least three Business Days in advance of the requested date of Issuance (or in each case such shorter period as may be agreed is acceptable to by the Issuing Lender L/C Agent) a notice in any particular instance) in advance of a form reasonably acceptable to the proposed date of issuance. The Notice of Issuance of L/C Agent (a “Syndicated Letter of Credit shall specify (aNotice”) requesting the proposed Issuance of a Syndicated Letter of Credit, or identifying the Syndicated Letter of Credit to be amended, renewed, extended or increased, as the case may be, and specifying the date of issuance Issuance (which shall be a Business Day), the date on which such Syndicated Letter of Credit is to expire (b) which shall comply with Section 2.5(a)(iii)), the face amount of the such Syndicated Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, beneficiary thereof and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereofof (and such other information as shall be necessary to prepare, including a precise description of any documents to be presented by amend, renew, extend or increase, as the beneficiary which, if presented by the beneficiary on or prior to the expiration date of the case may be) such Syndicated Letter of Credit, would require it being understood and agreed that Syndicated Letters of Credit may be extended and renewed in accordance with Section 2.5(a)(iii). If requested by the Issuing Lender to make payment under L/C Agent, the Borrower shall submit a letter of credit application on the L/C Agent’s standard form (with such changes as the L/C Agent shall reasonably deem appropriate) in connection with any request for a Syndicated Letter of Credit; provided that . In the Issuing Lender, in its reasonable discretion, may require changes in event of any inconsistency between the text terms and conditions of the proposed Letter of Credit or any such documents. Borrower shall notify the applicable Issuing Lender (this Agreement and the Agent, if terms and conditions of any form of letter of credit application submitted by the Agent is not such Issuing Lender) prior Borrower to the issuance of L/C Agent relating to any Letter of Credit in the event that any of the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Syndicated Letter of Credit, the terms and upon the issuance conditions of any Letter of Credit Borrower this Agreement shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Creditcontrol.

Notice of Issuance. Whenever Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 12:00 Noon 11:00 A.M. (New York City Dallas, Texas time) at least three five Business Days (or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance) , in advance of the proposed date of issuance. The Notice of Issuance 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) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (e) either the verbatim text of the proposed Revolving 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 on or prior to the expiration date of the Revolving Letter of Credit, would require the Issuing Lender to make payment under the Revolving Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Revolving Letter of Credit or any such documents; and provided, further that no Revolving Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of Issuing Lender) on such business day. Borrower shall notify the applicable Issuing Lender (and the Agent, if the 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 Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Credit, Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.