FOR ISSUANCE NO LATER THAN 1:00 P.M. (MINNEAPOLIS TIME) AT
LEAST FIVE BUSINESS DAYS OR SUCH SHORTER PERIOD AS MAY BE AGREED TO BY THE
ISSUING LENDER IN ANY PARTICULAR INSTANCE, IN ADVANCE OF THE PROPOSED DATE OF
ISSUANCE.
THE ISSUING LENDER, IN ITS REASONABLE DISCRETION, MAY REQUIRE CHANGES
IN THE TEXT OF THE PROPOSED LETTER OF CREDIT OR ANY DOCUMENTS DESCRIBED IN OR
ATTACHED TO THE REQUEST FOR ISSUANCE.
IN FURTHERANCE OF THE PROVISIONS OF
SUBSECTION 10.8, AND NOT IN LIMITATION THEREOF, COMPANY MAY SUBMIT REQUESTS FOR
ISSUANCE BY TELEFACSIMILE AND ADMINISTRATIVE AGENT AND ISSUING LENDERS MAY RELY
AND ACT UPON ANY SUCH REQUEST FOR ISSUANCE WITHOUT RECEIVING AN ORIGINAL SIGNED
COPY THEREOF.
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Company shall notify the applicable Issuing Lender (and Administrative Agent, if
Administrative Agent is not such Issuing Lender) prior to the issuance of any
Letter of Credit in the event that any of the matters to which Company is
required to certify in the applicable Request for Issuance is no longer true and
correct as of the proposed date of issuance of such Letter of Credit, and upon
the issuance of any Letter of Credit Company shall be deemed to have
re-certified, as of the date of such issuance, as to the matters to which
Company is required to certify in the applicable Request for Issuance.
(II)
DETERMINATION OF ISSUING LENDER.
UPON RECEIPT BY A PROPOSED
ISSUING LENDER OF A REQUEST FOR ISSUANCE PURSUANT TO SUBSECTION
3.1B(I) REQUESTING THE ISSUANCE OF A LETTER OF CREDIT, (A) IN THE EVENT
ADMINISTRATIVE AGENT IS THE PROPOSED ISSUING LENDER, ADMINISTRATIVE AGENT SHALL
BE THE ISSUING LENDER WITH RESPECT TO SUCH LETTER OF CREDIT AND SHALL ISSUE SUCH
LETTER OF CREDIT, 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 AND SWING LINE LOANS, MAY EXCEED THE AMOUNT OF
ADMINISTRATIVE AGENT'S REVOLVING LOAN COMMITMENT THEN IN EFFECT; AND (B) IN THE
EVENT ANY OTHER LENDER IS THE PROPOSED ISSUING LENDER, SUCH LENDER SHALL
PROMPTLY NOTIFY COMPANY AND ADMINISTRATIVE AGENT WHETHER OR NOT, IN ITS SOLE
DISCRETION, IT HAS ELECTED TO ISSUE SUCH LETTER OF CREDIT, AND (1) IF SUCH
LENDER SO ELECTS TO ISSUE SUCH LETTER OF CREDIT IT SHALL BE THE ISSUING LENDER
WITH RESPECT THERETO AND (2) IF SUCH LENDER FAILS TO SO PROMPTLY NOTIFY COMPANY
AND ADMINISTRATIVE AGENT OR DECLINES TO ISSUE SUCH LETTER OF CREDIT, COMPANY MAY
REQUEST ADMINISTRATIVE AGENT OR ANOTHER LENDER TO BE THE ISSUING LENDER WITH
RESPECT TO SUCH LETTER OF CREDIT IN ACCORDANCE WITH THE PROVISIONS OF THIS
SUBSECTION 3.1B.
(III)
ISSUANCE OF LETTER OF CREDIT.
UPON SATISFACTION OR WAIVER (IN
ACCORDANCE WITH SUBSECTION 10.6) OF THE CONDITIONS SET FORTH IN SUBSECTION 4.3,
THE ISSUING LENDER SHALL ISSUE THE REQUESTED LETTER OF CREDIT IN ACCORDANCE WITH
THE ISSUING LENDER'S STANDARD OPERATING PROCEDURES.
(IV)
NOTIFICATION TO LENDERS.
UPON THE ISSUANCE OF OR AMENDMENT