Common use of Drawing and Reimbursement Clause in Contracts

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving Credit Advance, which shall bear interest at the Base Rate Basis, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any Letter of Credit is not - reimbursed by the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available to the Administrative Lender for the account of the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the amount of such Advance. In the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate.

Drawing and Reimbursement. (i) The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit AdvanceAdvance to the applicable Borrower, which shall bear interest at (1) in the case of payment on a draft drawn under any Letter of Credit denominated in U.S. Dollars or Canadian Dollars, be a Base Rate Basis, Loan in the amount of such draft draft, and (but without 2) in any requirement for compliance other case, be a LIBO Rate Loan that bears interest at the rate per annum equal to the rate per annum at which interest would accrue on a LIBO Rate Loan with an Interest Period of one month beginning on the conditions set forth date of such draw, and be immediately due and payable in Article ------- 3 hereof). In full by the event that a drawing under any applicable Borrower within one (1) Business Day of the payment thereof by the Issuing Bank. (ii) Upon the issuance of each Letter of Credit is not - reimbursed Credit, each Lender shall be deemed to have purchased a participation therein equal to its Pro Rata Share of the Available Amount thereof and, upon written demand by the Borrower by 11:00 a.m. (Dallas time) Issuing Bank following a draw on such a Letter of Credit, with a copy of such demand to the first Business Day after such drawingAdministrative Agent, each Lender shall purchase from the Issuing Bank, directly and not as a participation, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each such other Lender. Each , such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion other Lender’s Pro Rata Share of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal Credit Advance resulting from such draw as of the date of such purchase to the amount extent not previously repaid by the applicable Borrower, by making available for the account of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available Applicable Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at to the Administrative Lender's officeAgent’s Account, in same same-day fundsfunds in the currency in which such Letter of Credit was denominated, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. (iii) Each Borrower agrees to each participation, sale and assignment pursuant to this subsection (c). (iv) Each Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (1) the Business Day on which demand therefor is made by the Issuing Bank, provided notice of such demand is given not later than 11:00 A.M. (New York, New York time) on such Business Day, or (2) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any Lender of a portion of a Letter of Credit Advance, the Issuing Bank shall be deemed to have represented and warranted to such Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. In If and to the event extent that any Lender fails to make shall not have so made the purchase price for its Pro Rata Share of a Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the any Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an Revolving a Base Rate Advance (a “Letter of Credit Advance, which shall bear interest at the Base Rate Basis”), in the amount of such draft (but without draft. Upon written demand by any requirement for compliance Issuing Bank with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent, each Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Lender, such Lender’s Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is not - reimbursed made by the Borrower by 11:00 a.m. Issuing Bank which made such Advance, provided notice of such demand is given not later than 12:00 noon (Dallas New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such drawingtime and that its agreement to so purchase its Pro Rata Share of an outstanding Letter of Credit Advance is absolute, the unconditional and irrevocable. Upon any such assignment by an Issuing Bank shall promptly notify Administrative to any other Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make of a Revolving portion of a Letter of Credit Advance, which shall bear such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest at the Base Rate Basisbeing assigned by it, free and shall be used to repay the applicable portion clear of the Issuing Bank's Advance any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents or the Borrower. If and to the extent that any Lender shall not have so made the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the outstanding principal amount of the Letter of Credit Advance made by such Advance. In the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the any Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of the Reimbursement Obligations relating to such draft (but without any requirement for compliance with as of the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any date of such Letter of Credit Advance. Upon written demand by such Issuing Bank, with a copy of such demand to the Administrative Agent, each Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Lender, such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Administrative Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender; provided, that, in the case of any payment of a draft drawn under a Letter of Credit that is a direct-pay letter of credit, the applicable Issuing Bank shall not - reimbursed make such written demand at any time prior to the Business Day immediately following the date on which such payment is made; provided, further, that at any time prior to the date on which such written demand is made, the Borrower shall be permitted to repay the full amount of such payment on same-day notice to the Administrative Agent and the applicable Issuing Bank. Promptly after receipt of such payment, the Administrative Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Lender agrees to purchase its Pro Rata Share of such an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Borrower by Issuing Bank which made such Advance, provided notice of such demand is given not later than 11:00 a.m. A.M. (Dallas New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such drawing, the time. Upon any such assignment by an Issuing Bank shall promptly notify Administrative to any other Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make of a Revolving portion of a Letter of Credit Advance, which shall bear such Issuing Bank represents and warrants to such Lender that such Issuing Bank is the legal and beneficial owner of such interest at the Base Rate Basisbeing assigned by it, free and shall be used to repay the applicable portion clear of the Issuing Bank's Advance any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents, any Loan Party or any Designated Account Party. If and to the extent that any Lender shall not have so made the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the outstanding principal amount of the Letter of Credit Advance made by such Advance. In the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. (i) The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving Credit Advance, which shall bear interest at the Base Rate Basis, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any Letter of Credit is not - reimbursed Loan. (ii) Upon written demand by the Borrower by 11:00 a.m. (Dallas time) on Issuing Bank, with a copy of such demand to the first Business Day after such drawingAdministrative Agent, each other Lender shall purchase from the Issuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each such other Lender. Each , such Lender shall, on the first Business Day following other Lender's Pro Rata Share of such notification, make a Revolving outstanding Letter of Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion Loan as of the Issuing Bank's Advance with respect to date of such Letter of Creditpurchase, in an amount equal to by making available for the amount account of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available Applicable Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Loan to be purchased by such Lender (or, in the case of a Letter of Credit Loan denominated in Sterling, Euro, Canadian Dollars, Yen or other Alternate Currency the Dollar Equivalent thereof on such date). The Borrower hereby agrees to each such sale and assignment. (iii) Each Lender's obligations to make such payments to the Administrative Agent for account of the Issuing Bank under this paragraph (b), and the Issuing Bank's right to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the failure of any other Lender to make its payment under this paragraph (b), the financial condition of the Borrower, the existence of any Default or Event of Default, the failure of any of the conditions set forth in Article IV to be satisfied, or the termination of the Commitments. Each such payment to the Issuing Bank shall be made without any offset, abatement, withholding or reduction whatsoever. (iv) Each Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Loan on (i) the Business Day on which demand therefor is made by the Issuing Bank, provided notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. (v) Upon any such assignment by the Issuing Bank to any other Lender of a portion of a Letter of Credit Loan, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Loan, the Loan Documents or any party hereto. (vi) If and to the extent that any Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Loan available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. (vii) If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Loan made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Loan made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the any Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without draft. Upon written demand by any requirement for compliance Issuing Bank with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent, each Revolving Credit Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Revolving Credit Lender, such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Administrative Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is not - reimbursed made by the Borrower by Issuing Bank which made such Advance, provided that notice of such demand is given not later than 11:00 a.m. A.M. (Dallas New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such drawing, the time. Upon any such assignment by an Issuing Bank shall promptly notify Administrative to any Revolving Credit Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make of a Revolving portion of a Letter of Credit Advance, which shall bear such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest at the Base Rate Basisbeing assigned by it, free and shall be used to repay the applicable portion clear of the Issuing Bank's Advance any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the amount of such Advance. In the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate.Issuing

Drawing and Reimbursement. made hereunder as provided herein. The payment by Borrower shall reimburse the applicable Issuing Bank of a draft ------------------------- drawn under any for each Letter of Credit shall constitute for all purposes Advance, using its own funds or the proceeds of this Agreement the making by the Issuing Bank of an a Revolving Credit Advance, Borrowing or Swing Line Borrowing on the same Business Day on which shall bear interest at the Base Rate Basis, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any Letter of Credit is drawn. To the extent the Borrower does not - reimbursed so reimburse the applicable Issuing Bank, upon written demand by such Issuing Bank, with a copy of such demand to the Administrative Agent, each Revolving Credit Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Revolving Credit Lender, such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available (for the account of its Applicable Lending Office) to the Administrative Agent (for the account of such Issuing Bank), by deposit to the Administrative Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the applicable Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Borrower by applicable Issuing Bank; provided that notice of such demand is given not later than 11:00 a.m. A.M. (Dallas New York time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such drawing, time. Upon any such assignment by the applicable Issuing Bank shall promptly notify Administrative to any other Revolving Credit Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make of a Revolving portion of a Letter of Credit Advance, which shall bear such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest at the Base Rate Basisbeing assigned by it, free and shall be used to repay the applicable portion clear of the Issuing Bank's Advance any Liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the applicable Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the applicable Issuing BankBank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by deposit at such Lender on such Business Day for purposes of this Agreement, and the Administrative Lender's office, in same day funds, the outstanding principal amount of the Letter of Credit Advance made by such Advance. In the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, which which, if such payment is made in a Committed Currency, shall bear interest at the be immediately redenominated into Dollars and, in any case, shall be a Base Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof)draft. In the event that a of any drawing under any a Letter of Credit is not - reimbursed by the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawingCredit, the Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of purchase from the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse and the Issuing Bank (but without any requirement shall sell and assign to each such Lender, such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available account of its Applicable Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. Each Borrower hereby agrees to each such sale and assignment. Each Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which notice of the drawing under the related Letter of Credit is given by the Issuing Bank, provided such notice is given not later than 10:00 A.M. (Los Angeles, California time) on such Business Day or (ii) the first Business Day next succeeding such demand if such notice is given after such time. Upon any such assignment by the Issuing Bank to any other Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the Base Rate Basis, in the amount of such draft (but without any requirement for compliance with draft, which shall be a Base Rate Advance until the conditions set forth third Business Day after the date which the Borrower shall have delivered a L/C Certificate in Article ------- 3 hereof). In the event that a drawing under any respect of such Letter of Credit is not - reimbursed Advance which specified that such Advance shall be a Eurodollar Advance. Upon written demand by the Borrower by 11:00 a.m. (Dallas time) on Issuing Bank, with a copy of such demand to the first Business Day after such drawingAdministrative Agent, each Lender shall purchase from the Issuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each other such Lender. Each , such Lender shall, on the first Business Day following Lender's Pro Rata Share of such notification, make a Revolving outstanding Letter of Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion Advance as of the Issuing Bank's Advance with respect to date of such Letter of Creditpurchase, in an amount equal to by making available for the amount account of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available Applicable Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Lender irrevocably and unconditionally agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank, provided notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The Unless the Borrower shall have paid the Administrative Agent for the account of the applicable Issuing Bank simultaneously with or prior to such Issuing Bank's payment of a draft drawn under a Letter of Credit issued by it in accordance with the terms of Section 2.16(a) an amount equal to the amount of such payment (such amount to be notified to the Borrower by the Issuing Bank on the Business Day immediately preceding any such payment), the payment by the such Issuing Bank of a draft ------------------------- drawn under any such Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without draft. Upon written demand by any requirement for compliance Issuing Bank with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent, each Revolving Credit Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Revolving Credit Lender, such Lender Party's Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Administrative Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender Party. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is not - reimbursed made by the Borrower by Issuing Bank which made such Advance, provided notice of such demand is given not later than 11:00 a.m. A.M. (Dallas New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such drawing, the time. Upon any such assignment by an Issuing Bank shall promptly notify Administrative to any Revolving Credit Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make of a Revolving portion of a Letter of Credit Advance, which shall bear such Issuing Bank represents and warrants to such Lender Party that such Issuing Bank is the legal and beneficial owner of such interest at the Base Rate Basisbeing assigned by it, free and shall be used to repay the applicable portion clear of the Issuing Bank's Advance any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents or the Borrower. If and to the extent that any Revolving Credit Lender shall not have so made the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender Party shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender Party on such Business Day for purposes of this Agreement, and the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the outstanding principal amount of the Letter of Credit Advance made by such Advance. In the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, Advance which shall bear interest at the Base be a Prime Rate Basis, Advance in the amount of such draft (but without any requirement for compliance with draft. The Borrower, the conditions set forth Administrative Agent and each Revolving Credit Lender hereby acknowledge and agree that Letter of Credit Advances may be made, or deemed made, by the Issuing Bank in Article ------- 3 hereof). In the event that a drawing under respect of any Letter of Credit is not - reimbursed and to participate in all Letter of Credit Advances made hereunder as provided herein. Upon written notice by the Borrower Issuing Bank or the Administrative Agent (which notice may be given by 11:00 a.m. (Dallas time) on telephone if immediately confirmed in writing), each Revolving Credit Lender shall purchase from the first Business Day after such drawingIssuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each other Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion Lender such Lender’s Pro Rata Share of such outstanding Letter of Credit Advance as of the Issuing Bank's Advance with respect to date of such Letter of Creditpurchase, in an amount equal to by making available (for the amount account of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereofApplicable Lending Office) and --------- shall make available to the Administrative Lender Agent (for the account of the Issuing Bank), by deposit at to the Administrative Lender's officeAgent’s Account, in same day fundsfunds in Dollars, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank or the Administrative Agent; provided that notice of such demand is given not later than 1:00 p.m. (New York time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of a Letter of Credit Advance the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank or the Administrative Agent until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Business Day. Each Revolving Credit Lender’s obligation to make Letter of Credit Advances to reimburse the Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.3(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender may have against the Issuing Bank, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such making of a Letter of Credit Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Bank for the amount of any payment made by the Issuing Bank under any Letter of Credit, together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rateas provided herein.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving Credit Advance, which shall bear interest at the Base Rate Basis, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any Letter of Credit is not - reimbursed by the Borrower by 11:00 a.m. (Dallas Dallas, Texas time) on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance (or if, as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a) by making such amount available to the Administrative Lender), which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available to the Administrative Lender for the account of the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the amount of such AdvanceRevolving Credit Advance (or such participation). In the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount of such AdvanceRevolving Credit Advance (or such participation), the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate.

Drawing and Reimbursement. The payment by the any Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without draft. Upon written demand by any requirement for compliance Issuing Bank with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any an outstanding Letter of Credit Advance, with a copy of such demand to the Paying Agent, each Revolving Credit Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Revolving Credit Lender, such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Paying Agent for the account of such Issuing Bank, by deposit to the Paying Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Paying Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is not - reimbursed made by the Borrower by Issuing Bank, provided notice of such demand is given not later than 11:00 a.m. A.M. (Dallas New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such drawing, the time. Upon any such assignment by any Issuing Bank shall promptly notify Administrative to any other Revolving Credit Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make of a Revolving portion of a Letter of Credit Advance, which shall bear such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest at the Base Rate Basisbeing assigned by it, free and shall be used to repay the applicable portion clear of the Issuing Bank's Advance any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make Letter of Credit Advance available to the Administrative Paying Agent, such Revolving Credit Lender agrees to pay to the Paying Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by such Issuing Bank until the date such amount is paid to the Paying Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Paying Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the outstanding principal amount of the Letter of Credit Advance made by such Advance. In the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the any Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without draft. Upon written demand by any requirement for compliance Issuing Bank with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent, each U.S. Dollar Revolving Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such U.S. Dollar Revolving Lender, such Lender’s U.S. Dollar Revolving Credit Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such U.S. Dollar Revolving Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each U.S. Dollar Revolving Lender agrees to purchase its U.S. Dollar Revolving Credit Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is not - reimbursed made by the Borrower by Issuing Bank which made such Advance, provided that notice of such demand is given not later than 11:00 a.m. A.M. (Dallas New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such drawing, the time. Upon any such assignment by an Issuing Bank shall promptly notify Administrative to any U.S. Dollar Revolving Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make of a Revolving portion of a Letter of Credit Advance, which shall bear such Issuing Bank represents and warrants to such other U.S. Dollar Revolving Lender that such Issuing Bank is the legal and beneficial owner of such interest at the Base Rate Basisbeing assigned by it, free and shall be used to repay the applicable portion clear of the Issuing Bank's Advance any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents or any Loan Party. If and to the extent that any U.S. Dollar Revolving Lender shall not have so made the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make Letter of Credit Advance available to the Administrative Agent, such U.S. Dollar Revolving Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such U.S. Dollar Revolving Lender on such Business Day for purposes of this Agreement, and the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the outstanding principal amount of the Letter of Credit Advance made by such Advance. In the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal Business Day.” (n) Section 2.03A of the Credit Agreement is hereby deleted in its entirety. (o) Section 2.05(b) of the Credit Agreement is hereby amended and restated to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate.read as follows:

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a letter of credit advance (a "Letter of Credit Advance"), which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance draft. Upon written demand by the Issuing Bank with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any an outstanding Letter of Credit is not - reimbursed by Advance, with a copy of such demand to the Borrower by 11:00 a.m. (Dallas time) on Agent, each Lender shall purchase from the first Business Day after such drawingIssuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each other such Lender. Each , such Lender shall, on the first Business Day following Lender's Ratable Share of such notification, make a Revolving outstanding Letter of Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion Advance as of the Issuing Bank's Advance with respect to date of such Letter purchase, by making available for the account of Credit, in an amount equal its Applicable Lending Office to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Agent shall transfer such funds to the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Lender agrees to purchase its Ratable Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, this Agreement or the Borrower. If and to the extent that any Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Agent such amount for the account of the Issuing Bank the amount of such Advanceon any Business Day, the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at so paid in respect of principal shall constitute a rate per annum equal to the lesser Letter of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate.Credit Advance

Drawing and Reimbursement. The payment by the any Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft. Upon payment by any Issuing Bank of a draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof). In the event that a drawing drawn under any Letter of Credit, such Issuing Bank shall give prompt notice thereof to the Borrower and the Administrative Agent. Upon written demand by any Issuing Bank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent, each Working Capital Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Working Capital Lender, such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Administrative Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is not - reimbursed made by the Borrower by Issuing Bank which made such Advance, provided notice of such demand is given not later than 11:00 a.m. A.M. (Dallas New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such drawing, the time. Upon any such assignment by an Issuing Bank shall promptly notify Administrative to any other Working Capital Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make of a Revolving portion of a Letter of Credit Advance, which shall bear such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest at the Base Rate Basisbeing assigned by it, free and shall be used to repay the applicable portion clear of the Issuing Bank's Advance any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make Letter of Credit Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If any Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the outstanding principal amount of the Letter of Credit Advance made by such Advance. In the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate.Business Day. 52 46

Drawing and Reimbursement. The payment by the Issuing Bank Upon receipt of a draft ------------------------- drawn any notice of drawing under any Letter of Credit Credit, the applicable Issuing Bank shall constitute notify the Borrower and the Agent thereof. If such drawing is paid, the applicable Issuing Bank shall apply cash collateral provided for all purposes this purpose with respect to any Defaulting Bank’s, Exercising Bank’s or Non-Extending Bank’s ratable share so long as the requirements of this Agreement Section 2.06(c)(ii) shall continue to be satisfied and the making by Borrower shall either reimburse the Issuing Bank in an amount equal to the remaining amount of an Revolving such drawing or the Issuing Bank may make a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the Dollar Equivalent amount of such draft (or such lesser amount after giving effect to any payments or application of cash collateral referred to above). Upon written demand by any Issuing Bank with an outstanding Letter of Credit Advance, with a copy of such demand to the Agent, each Bank absolutely and unconditionally agrees to purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to such Bank, such Bank’s Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available for the account of its Lending Office to the Agent for the account of such Issuing Bank, by deposit to the Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Bank. Promptly after receipt thereof, the Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Bank agrees to so purchase its Pro Rata Share of an outstanding Letter of Credit Advance, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Advances, on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Advance, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time, but without any requirement for compliance with subject to the amount of the Unused Revolving Credit Commitments and the conditions set forth in Article ------- 3 hereof)Section 3.02. In If any Borrowing cannot be made because the event that conditions set forth in Section 3.02 cannot be satisfied or for any other reason, each Bank’s payment to the Agent for the account of such Issuing Bank pursuant to this Section 2.03(c) shall be deemed a drawing under any Letter of Credit is not - reimbursed Advance from such Bank in satisfaction of its participation obligation under this Section 2.03. Upon any such assignment by the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawing, the an Issuing Bank shall promptly notify Administrative Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make to any Bank of a Revolving portion of a Letter of Credit Advance, which shall bear such Issuing Bank represents and warrants to such other Bank that such Issuing Bank is the legal and beneficial owner of such interest at the Base Rate Basisbeing assigned by it, free and shall be used to repay the applicable portion clear of the Issuing Bank's Advance any Liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents or the Borrower. If and to the extent that any Bank shall not have so made its Pro Rata Share of the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make Letter of Credit Advance available to the Administrative Lender Agent, such Bank agrees to pay to the Agent forthwith on demand its Pro Rata Share of such amount together with interest thereon, for each day from the date of demand by such Issuing Bank until the date such Bank pays its Pro Rata Share of such amount to the Agent, at the Federal Funds Rate for its account or the account of Issuing Bank, as applicable. If such Bank shall pay to the Agent its Pro Rata Share of such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Base Rate Advance under the Issuing BankRevolving Credit Facility or a Letter of Credit Advance, as the case may be, made by deposit at such Bank on such Business Day for purposes of this Agreement, and the Administrative Lender's office, in same day funds, the outstanding principal amount of the Letter of Credit Advance made by such Advance. In the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover reduced on such Business Day by such amount on demand from so paid in respect of principal. Each Bank acknowledges and agrees that its obligation to make Base Rate Advance or Letter of Credit Advance, as the case may be, pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the Revolving Credit Commitments, and that each such Lender together with interest thereon at a rate per annum equal payment shall be made without any offset, abatement, withholding or reduction whatsoever. The making of Letter of Credit Advances by the Banks pursuant to this paragraph shall not relieve the lesser Borrower of (i) any default in the Highest Lawful Rate or (ii) the Federal Funds Ratepayment thereof.

Drawing and Reimbursement. The payment by the any Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft draft. Upon written demand by any Issuing Bank with an outstanding Letter of Credit Advance to the Administrative Agent requesting reimbursement from each Revolving Credit Lender for such outstanding Letter of Credit Advance, the Administrative Agent shall immediately send notice of such reimbursement demand by facsimile to each Revolving Credit Lender. Upon receipt of such reimbursement demand from the Administrative Agent, each Revolving Credit Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Revolving Credit Lender, such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase (but without any requirement for compliance with based, in the conditions set forth in Article ------- 3 hereof). In the event that a drawing under case of any Letter of Credit Advance denominated in an Applicable Letter of Credit Currency other than Dollars, on the Equivalent in Dollars at such time), by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Administrative Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Revolving Credit Lender (based, in the case of any Letter of Credit Advance denominated in an Applicable Letter of Credit Currency other than Dollars, on the Equivalent in Dollars at such time). Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The U.S. Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is not - reimbursed made by the Borrower by Issuing Bank which made such Advance, provided that notice of such demand is given to the Administrative Agent not later than 11:00 a.m. A.M. (Dallas New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given, to the Administrative Agent after such drawing, the time. Upon any such assignment by an Issuing Bank shall promptly notify Administrative to any Revolving Credit Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make of a Revolving portion of a Letter of Credit Advance, which shall bear such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest at the Base Rate Basisbeing assigned by it, free and shall be used to repay the applicable portion clear of the Issuing Bank's Advance any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the outstanding principal amount of the Letter of Credit Advance made by such Advance. In the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the Base be a Prime Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof)draft. In the event that a drawing under any Letter of Credit is not - reimbursed Upon written demand by the Borrower by 11:00 a.m. (Dallas time) on Issuing Bank, with a copy of such demand to the first Business Day after such drawingAdministrative Agent, each Revolving Credit Lender shall purchase from the Issuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each other Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit AdvanceLender, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the Issuing Bank's Advance with respect to date of such Letter of Creditpurchase, in an amount equal to by making available for the amount account of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available Applicable Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank, provided notice of such demand is given not later than 11:00 A.M. ([Boston, Massachusetts] time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. (i) The payment by the an Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an Revolving Credit Advance, which shall bear interest at advance to the Base Rate Basis, Borrower in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any Letter of Credit is not - reimbursed by payment, which the Borrower by 11:00 a.m. agrees to repay on demand and, if not paid on demand, shall bear interest, from the date demanded to the date paid in full (Dallas timeand which interest shall be payable on demand), (x) on from and including the first date of demand to but not including the second Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance, which shall bear interest thereafter at the Base Rate Basisin effect for each such day plus the Applicable ---- Margin in effect for each such day, and shall be used to repay (y) from and including said second Business Day thereafter at the applicable portion Post-Default Rate. Without limiting the obligations of the Borrower hereunder, upon demand by such Issuing Bank's Advance with respect to such Letter of CreditBank through the Administrative Agent, each Lender shall make Advances in an aggregate amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make Lender's Pro Rata Share of such advance by making available to the Administrative Lender for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the sum of (A) its Pro Rata Share of the outstanding principal amount of such advance plus (B) interest accrued and unpaid to and as of ---- such date on the outstanding principal amount of such advance. (ii) Each Lender agrees to make such Advances on the Business Day on which demand therefor is made by the relevant Issuing Bank through the Administrative Agent (provided that notice of such demand is given not -------- later than 12:00 Noon (New York City time) on such Business Day) or (if notice of such demand is given after such time) the first Business Day next succeeding such demand. (iii) If and to the extent that any Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Advance available to the Administrative Lender Agent for the account of such Issuing Bank, such Lender agrees to pay to the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover Administrative Agent forthwith on demand such amount on demand from such Lender together with interest thereon at a rate per annum equal thereon, for each day from the date of demand by the relevant Issuing Bank until the date such amount is paid to the lesser of (i) the Highest Lawful Rate or (ii) Administrative Agent, at the Federal Funds Rate. (iv) The Advances provided for in this Section 2.13 shall be made by the Lenders irrespective of whether there has occurred and is continuing any Default or Event of Default or of whether any other condition precedent specified in Article III has not been satisfied, and the obligation of each Lender to make such Advances is absolute and unconditional.

Drawing and Reimbursement. The payment Upon any such assignment by the Issuing Bank to any of the Revolving Credit Lenders of a draft ------------------------- drawn under any portion of a Letter of Credit shall constitute for all purposes of this Agreement the making by Advance owing to the Issuing Bank of an Revolving Credit Advance, which shall bear interest at the Base Rate Basis, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any Letter of Credit is not - reimbursed by the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawingBank, the Issuing Bank shall promptly notify Administrative Lender represents and each other Lender. Each warrants to such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of Lender that the Issuing Bank's Advance Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any adverse claim, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of CreditCredit Advance, any of the Loan Documents or any of the Loan Parties. If and to the extent that any of the Revolving Credit Lenders shall not have so made its Pro Rata Share of any applicable Letter of Credit Advance available to the Administrative Agent in an amount equal accordance with the foregoing provisions of this subsection (c)(i), such Revolving Credit Lender hereby agrees to pay to the Administrative Agent forthwith on demand the amount of its participation in Pro Rata Share of such drawing Letter of Credit Advance, together with all accrued and unpaid interest thereon, for application to reimburse each day from the date of demand therefor by the Issuing Bank (but without any requirement for compliance with until the applicable conditions set forth in Article 3 hereof) and --------- shall make available date on which such amount is paid to the Administrative Lender for Agent, at the account Federal Funds Rate. If any of the Issuing Bank, by deposit at Revolving Credit Lenders shall pay to the Administrative Lender's office, in same day funds, Agent the amount of such Advance. In the event that its Pro Rata Share of any Lender fails to make available to the Administrative Lender applicable Letter of Credit Advance for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Revolving Credit Lender on such Business Day for all purposes of this Agreement, and the outstanding principal amount of such Advance, the applicable Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, Advance which shall bear interest at the Base be a Prime Rate Basis, Advance in the amount of such draft (but without any requirement for compliance with draft. Each of the conditions set forth Borrower, the Administrative Agent and each Revolving Credit Lender hereby acknowledges and agrees that Letter of Credit Advances may be made, or deemed made, by the Issuing Bank in Article ------- 3 hereof). In the event that a drawing under respect of any Letter of Credit is not - reimbursed and to participate in all Letter of Credit Advances made hereunder as provided herein. Upon written demand by the Borrower by 11:00 a.m. (Dallas time) on Issuing Bank, with a copy of such demand to the first Business Day after such drawingAdministrative Agent, each Revolving Credit Lender shall purchase from the Issuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each other Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit AdvanceLender, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the Issuing Bank's Advance with respect to date of such Letter of Creditpurchase, in an amount equal to by making available (for the amount account of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereofApplicable Lending Office) and --------- shall make available to the Administrative Lender Agent (for the account of the Issuing Bank), by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank; provided that notice of such demand is given not later than 11:00 A.M. (New York time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a ------------------------- draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof)draft. In the event that a of any drawing under any a Letter of Credit is not - reimbursed by the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawingCredit, the Issuing Bank shall promptly notify Administrative the Agent, and the Agent shall promptly notify each Working Capital Lender and each other Lender. Each such Working Capital Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of purchase from the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse and the Issuing Bank (but without any requirement shall sell and assign to each such Working Capital Lender, such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available account of its Applicable Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at to the Administrative Lenderapplicable Agent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Agent shall transfer such funds to the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which notice of the drawing under the related Letter of Credit is given by the Issuing Bank, provided such notice is given not later than 1:00 P.M. (New -------- York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if such notice is given after such time. Upon any such assignment by the Issuing Bank to any other Working Capital Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable Issuing Bank shall notify the Company and the Administrative Agent thereof. The payment by the any Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an a US Revolving Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof)draft. In the event that a drawing under any Letter of Credit is not - reimbursed by the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawing, the Issuing Bank The Administrative Agent shall promptly notify Administrative each US Revolving Lender of such notice, and each other Lender. Each such US Revolving Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available pay to the Administrative Lender Agent such Lender’s Pro Rata Share of such outstanding US Revolving Advance, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit at to the Administrative Lender's officeAgent, in the Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such US Revolving Advance to be funded by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. Each US Revolving Lender agrees to fund its Pro Rata Share of an outstanding US Revolving Advance made by an Issuing Bank as a result of a drawing under the Letter of Credit on (A) the Business Day on which demand therefor is made by the Issuing Bank, provided that notice of such demand is given not later than 1:00 P.M. (New York City time) on such Business Day, or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any US Revolving Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make US Revolving Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the applicable Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a US Revolving Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the US Revolving Advance made by the applicable Issuing Bank shall be entitled to recover reduced by such amount on demand such Business Day. The applicable Issuing Bank may send a Letter of Credit or conduct any communication to or from such Lender together the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Ratebeneficiary.

Drawing and Reimbursement. The payment by the an Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the any such Issuing Bank of an a Revolving Credit Advance, which which, in the case of Letters of Credit denominated in Dollars, shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (but without any requirement as defined below) of such Issuing Bank for compliance with a period of five Business Days and thereafter, shall be a Base Rate Advance in the conditions set forth Equivalent in Article ------- 3 hereof)Dollars on such fifth Business Day for the amount of such draft. In the event that a Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit is not - reimbursed issued by it to the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawingCompany, the applicable Borrower (if not the Company) and the Agent. Upon written demand by such Issuing Bank Bank, with a copy of such demand to the Agent and the Company, each Lender shall promptly notify Administrative Lender and each other pay to the Agent such Lender. Each ’s Ratable Share of such Lender shall, on the first Business Day following such notification, make a outstanding Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make by making available to the Administrative Lender for the account of its Applicable Lending Office to the Agent for the account of such Issuing Bank, by deposit at to the Administrative Lender's officeAgent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Credit Advance to be funded by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. In the event Each Lender acknowledges and agrees that any Lender fails its obligation to make available Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the Administrative Lender for the account occurrence and continuance of a Default or reduction or termination of the Issuing Bank the amount of Revolving Credit Commitments, and that each such Advancepayment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Agent shall transfer such funds to such Issuing Bank shall be entitled Bank. Each Lender agrees to recover such amount fund its Ratable Share of an outstanding Revolving Credit Advance on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate Business Day on which demand therefor is made by such Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any Lender shall not have so made the amount of such Revolving Credit Advance available to the Agent, such Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. “Overnight Eurocurrency Rate” means the rate per annum applicable to an overnight period beginning on one Business Day and ending on the next Business Day equal to the sum of the Applicable Margin for Eurocurrency Rate Advances and the rate per annum quoted by the Applicable Issuing Bank to the Agent as the rate at which it is offering overnight deposits in the relevant currency in amounts comparable to such Issuing Bank’s Advances resulting from drawings on Letters of Credit denominated in a Major Currency.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof)draft. In the event that a of any drawing under any a Letter of Credit is not - reimbursed by Credit, the Borrower by 11:00 a.m. (Dallas time) on Agent shall promptly notify each Lender and each Lender shall purchase from the first Business Day after such drawingIssuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each other such Lender. Each , such Lender shall, on the first Business Day following Lender's Pro Rata Share of such notification, make a Revolving outstanding Letter of Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion Advance as of the Issuing Bank's Advance with respect to date of such Letter purchase, by making available for the account of Credit, in an amount equal its Applicable Lending Office to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Agent shall transfer such funds to the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which notice of the drawing under the related Letter of Credit is given by the Issuing Bank, provided such notice is given not later than 12:00 P.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if such notice is given after such time. Upon any such assignment by the Issuing Bank to any other Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the Base be a Prime Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof)draft. In the event that a drawing under any Letter of Credit is not - reimbursed Upon written demand by the Borrower by 11:00 a.m. (Dallas time) on Issuing Bank, with a copy of such demand to the first Business Day after such drawingAdministrative Agent, each Working Capital Lender shall purchase from the Issuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each other such Working Capital Lender. Each , such Lender shall, on the first Business Day following Lender's Pro Rata Share of such notification, make a Revolving outstanding Letter of Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion Advance as of the Issuing Bank's Advance with respect to date of such Letter of Creditpurchase, in an amount equal to by making available for the amount account of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available Applicable Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (Charlotte, North Carolina time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Business Day (it being understood that any such payment by any Lender together with interest thereon at is without prejudice to, and does not constitute a rate per annum equal to waiver of, any right any Lender might have or might acquire as a result of the lesser payment by the Issuing Bank of (i) any draft or the Highest Lawful Rate or (ii) the Federal Funds Ratereimbursement by any Lender thereof).

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof)draft. In the event that a drawing under any Letter of Credit is not - reimbursed Upon written demand by the Borrower by 11:00 a.m. (Dallas time) on Issuing Bank, with a copy of such demand to the first Business Day after such drawingAdministrative Agent, each Working Capital Lender shall purchase from the Issuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each other such Working Capital Lender. Each , such Lender shall, on the first Business Day following Lender's Pro Rata Share of such notification, make a Revolving outstanding Letter of Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion Advance as of the Issuing Bank's Advance with respect to date of such Letter of Creditpurchase, in an amount equal to by making available for the amount account of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available Applicable Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank, provided notice of such demand is given not later than 11:00 A.M. (Chicago time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Working Capital Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at (x) the Federal Funds Rate for the first three days and (y) thereafter, at the Base Rate, for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Business Day. The obligation of each Working Capital Lender together with interest thereon at a rate per annum equal to the lesser purchase its Pro Rata Share of an outstanding Letter of Credit Advance pursuant to this Section 2.03(b) shall be unconditional and irrevocable, and shall not be affected by (i) any failure of the Highest Lawful Rate Borrower to repay any Letter of Credit Advance at the time required pursuant to Section 2.04(c) or (ii) any other event or circumstance, including, without limitation, any of the Federal Funds Ratecircumstances enumerated in Section 2.04(c)(ii).

Drawing and Reimbursement. The payment by the Issuing Bank of a ------------------------- draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Alternate Base Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance draft. Upon written demand by the Issuing Bank with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any an outstanding Letter of Credit is not - reimbursed by Advance, with a copy of such demand to the Borrower by 11:00 a.m. (Dallas time) on Administrative Agent, each Revolving Credit Lender shall purchase from the first Business Day after such drawingIssuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each other Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit AdvanceLender, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the Issuing Bank's Advance with respect to date of such Letter of Creditpurchase, in an amount equal to by making available for the amount account of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available Applicable Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank provided notice of such demand is given not later than 10:00 A.M. (Charlotte, North Carolina time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by any of the Issuing Bank Banks of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an Revolving Credit Advancea Revolver Advance in Dollars in the principal amount equal to the Dollar Equivalent of the amount of such payment, which shall bear interest at the applicable Base Rate Basis, in the amount of such draft (but draft. For purposes of the preceding sentence, each determination of Dollar Equivalent shall be made as of the date of the respective Advance proceeds of which were used to pay a draft. The making of such Revolver Advance shall be automatic and without any requirement for of compliance with the conditions set forth of Articles 2 and 3 hereof (including, without limitation, any provision of Section 2.1(a)(i) hereof limiting a Lender's obligation to make Revolving Credit Advances in Article ------- 3 hereofexcess of its Revolving Credit Specified Percentage of the Revolving Credit Commitment). In the event that a drawing under any Letter of Credit is not - reimbursed by the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawing, the such Issuing Bank shall promptly notify Administrative Lender Agent and each other Revolving Credit Lender. Each such Revolving Credit Lender shall, on the first Business Day following such notification, make a Revolving Credit Revolver Advance, which shall bear interest at the applicable Base Rate Basis, and shall be used to repay the applicable portion of the such Issuing Bank's Revolver Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the such Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available to the Administrative Lender Agent for the account of the such Issuing Bank, by deposit at the Administrative LenderAgent's office, in same day funds, the amount of such Revolver Advance. In the event that any Lender fails to make available to the Administrative Lender Agent for the account of the such Issuing Bank the amount of such Revolver Advance, the such Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate.

Drawing and Reimbursement. The payment by the Issuing Bank of a ------------------------- draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, Advance which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance with draft. The Borrower, the conditions set forth Administrative Agent and each Revolving Lender hereby acknowledges and agrees that Letter of Credit Advances may be made, or deemed made, by the Issuing Bank in Article ------- 3 hereof). In the event that a drawing under respect of any Letter of Credit is not - reimbursed and to participate in all Letter of Credit Advances made hereunder as provided herein. Upon written demand by the Borrower by 11:00 a.m. (Dallas time) on Issuing Bank, with a copy of such demand to the first Business Day after such drawingAdministrative Agent, each Revolving Lender shall purchase from the Issuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each other such Revolving Lender. Each , such Lender shall, on the first Business Day following Lender's Pro Rata Share of such notification, make a Revolving outstanding Letter of Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion Advance as of the Issuing Bank's Advance with respect to date of such Letter purchase, by making available (for the account of Credit, in an amount equal its Applicable Lending Office) to the amount of its participation in such drawing for application to reimburse the Issuing Bank Adminis trative Agent (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available to the Administrative Lender for the account of the Issuing Bank), by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank; provided that notice -------- of such demand is given not later than 11:00 A.M. (Eastern Standard Time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Revolving Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the any Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without draft. Upon written demand by any requirement for compliance Issuing Bank with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent, each other Working Capital Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such other Working Capital Lender, such other Lender's Ratable Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Administrative 59 55 Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. The Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to purchase its Ratable Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is not - reimbursed made by the Borrower by Issuing Bank which made such Advance, provided notice of such demand is given not later than 11:00 a.m. A.M. (Dallas New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such drawing, the time. Upon any such assignment by an Issuing Bank shall promptly notify Administrative to any other Working Capital Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make of a Revolving portion of a Letter of Credit Advance, which shall bear such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest at the Base Rate Basisbeing assigned by it free and clear of any adverse claim, but makes no other representation or warranty and shall be used to repay the applicable portion of the Issuing Bank's Advance assumes no responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents or any Obligated Party. If and to the extent that any Working Capital Lender shall not have so made the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make Working Capital Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the outstanding principal amount of the Letter of Credit Advance made by such Advance. In the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Business Day. No Lender together with interest thereon at a rate per annum equal shall be obligated to purchase its Ratable Share of Letter of Credit Advances under this Section 2.15(c) to the lesser of (i) the Highest Lawful Rate extent that such Advances result from any Issuing Bank's willful misconduct or (ii) the Federal Funds Rategross negligence.

Drawing and Reimbursement. The Borrower shall be obligated --------------------------- pursuant to each Letter of Credit Agreement to reimburse the Issuing Bank within two (2) Business Days after demand in immediately available funds for drafts drawn under any Letter of Credit. If any drawing is not so reimbursed, then the payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, Advance which shall bear interest at be a Prime Rate Advance (retroactive to the Base Rate Basisdate of the demand), in the amount of such draft (but without any requirement for compliance with draft. The Borrower, the conditions set forth Administrative Agent and each Revolving Credit Lender hereby acknowledge and agree that Letter of Credit Advances may be made, or deemed made, by the Issuing Bank in Article ------- 3 hereof). In the event that a drawing under respect of any Letter of Credit is not - reimbursed and to participate in all Letter of Credit Advances made hereunder as provided herein. Upon written demand by the Borrower by 11:00 a.m. (Dallas time) on Issuing Bank, with a copy of such demand to the first Business Day after such drawingAdministrative Agent, each Revolving Credit Lender shall purchase from the Issuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each other Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit AdvanceLender, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the Issuing Bank's Advance with respect to date of such Letter of Creditpurchase, in an amount equal to by making available (for the amount account of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereofApplicable Lending Office) and --------- shall make available to the Administrative Lender Agent (for the account of the Issuing Bank), by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank; provided -------- that notice of such demand is given not later than 1:00 p.m. (New York time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made its pro rata share of the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the any Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft. Upon payment by any Issuing Bank of a draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof). In the event that a drawing drawn under any Letter of Credit, such Issuing Bank shall give prompt notice thereof to the Borrower and the Administrative Agent. Upon written demand by any Issuing Bank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent, each Working Capital Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Working Capital Lender, such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Administrative Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is not - reimbursed made by the Borrower by Issuing Bank which made such Advance, provided notice of such demand is given not later than 11:00 a.m. A.M. (Dallas New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such drawing, the time. Upon any such assignment by an Issuing Bank shall promptly notify Administrative to any other Working Capital Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make of a Revolving portion of a Letter of Credit Advance, which shall bear such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest at the Base Rate Basisbeing assigned by it, free and shall be used to repay the applicable portion clear of the Issuing Bank's Advance any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make Letter of Credit Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If any Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the outstanding principal amount of the Letter of Credit Advance made by such Advance. In the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, Advance which shall bear interest at the Base be a Prime Rate Basis, Advance in the amount of such draft (but without any requirement for compliance with draft. Each of the conditions set forth Borrowers, the Administrative Agent and each Revolving Credit Lender hereby acknowledges and agrees that Letter of Credit Advances may be made, or deemed made, by the Issuing Bank in Article ------- 3 hereof). In the event that a drawing under respect of any Letter of Credit is not - reimbursed and to participate in all Letter of Credit Advances made hereunder as provided herein. Upon written demand by the Borrower by 11:00 a.m. (Dallas time) on Issuing Bank, with a copy of such demand to the first Business Day after such drawingAdministrative Agent, each Revolving Credit Lender shall purchase from the Issuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each other Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit AdvanceLender, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the Issuing Bank's Advance with respect to date of such Letter of Creditpurchase, in an amount equal to by making available (for the amount account of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereofApplicable Lending Office) and --------- shall make available to the Administrative Lender Agent (for the account of the Issuing Bank), by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrowers hereby agree to each such sale and assignment. Each Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank; provided that notice of such demand is given not later than 11:00 A.M. (New York time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, Advance which shall bear interest at the Base be a Prime Rate Basis, Advance in the amount of such draft (but without any requirement for compliance with draft. The Borrower, the conditions set forth Administrative Agent and each Revolving Credit Lender hereby acknowledges and agrees that Letter of Credit Advances may be made, or deemed made, by the Issuing Bank in Article ------- 3 hereof). In the event that a drawing under respect of any Letter of Credit is not - reimbursed and to participate in all Letter of Credit Advances made hereunder as provided herein. Upon written demand by the Borrower by 11:00 a.m. (Dallas time) on Issuing Bank, with a copy of such demand to the first Business Day after such drawingAdministrative Agent, each Revolving Credit Lender shall purchase from the Issuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each other Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion Lender such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the Issuing Bank's Advance with respect to date of such Letter of Creditpurchase, in an amount equal to by making available (for the amount account of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereofApplicable Lending Office) and --------- shall make available to the Administrative Lender Agent (for the account of the Issuing Bank), by deposit at to the Administrative LenderAgent's officeAccount, in same day fundsfunds in U.S. Dollars, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank; PROVIDED that notice of such demand is given not later than 11:00 A.M. (New York time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of a Letter of Credit Advance the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a ------------------------- draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance draft. Upon written demand by the Issuing Bank with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any an outstanding Letter of Credit is not - reimbursed by Advance, with a copy of such demand to the Borrower by 11:00 a.m. (Dallas time) on Administrative Agent, each Working Capital Lender shall purchase from the first Business Day after such drawingIssuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each other such Working Capital Lender. Each , such Lender shall, on the first Business Day following Lender's Pro Rata Share of such notification, make a Revolving outstanding Letter of Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion Advance as of the Issuing Bank's Advance with respect to date of such Letter of Creditpurchase, in an amount equal to by making available for the amount account of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available Applicable Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Advance, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any Working Capital Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof)draft. In the event that a drawing under any Letter of Credit is not - reimbursed Upon written demand by the Borrower by 11:00 a.m. (Dallas time) on Issuing Bank, with a copy of such demand to the first Business Day after such drawingAdministrative Agent, each Working Capital Lender shall purchase from the Issuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each other such Working Capital Lender. Each , such Lender shall, on the first Business Day following Lender's Pro Rata Share of such notification, make a Revolving outstanding Letter of Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion Advance as of the Issuing Bank's Advance with respect to date of such Letter of Creditpurchase, in an amount equal to by making available for the amount account of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available Applicable Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. Each Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any Working Capital Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Working Capital Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the Base be a Prime Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof)draft. In the event that a drawing under any Letter of Credit is not - reimbursed Upon written demand by the Borrower by 11:00 a.m. (Dallas time) on Issuing Bank, with a copy of such demand to the first Business Day after such drawingAdministrative Agent, each Lender shall purchase from the Issuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each other such Lender. Each , such Lender shall, on the first Business Day following Lender's Pro Rata A Share of such notification, make a Revolving outstanding Letter of Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion Advance as of the Issuing Bank's Advance with respect to date of such Letter of Creditpurchase, in an amount equal to by making available for the amount account of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available Applicable Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. Each Borrower hereby agrees to each such sale and assignment. Each Lender agrees to purchase its Pro Rata A Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank, provided notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. (i) The payment by the Appropriate Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at shall (A) in the case of payment on a draft drawn under a Letter of Credit denominated in U.S. dollars or Canadian Dollars, be a Base Rate Basis, Advance in the amount of such draft draft, and (but without B) in any requirement for compliance other case, be a Eurocurrency Rate Advance that bears interest at the rate per annum equal to the rate per annum at which interest 71 66 would accrue on a Eurocurrency Rate Advance with an Interest Period of one month beginning on the conditions set forth in Article ------- 3 hereof). In date of such draw. (ii) Upon the event that a drawing under any issuance of each Letter of Credit is not - reimbursed for the account of a Multi-Currency Borrower, each Multi-Currency Credit Lender (other than the Multi-Currency Issuing Bank) shall be deemed to have purchased a participation therein equal to its Pro Rata Share of the Available Amount thereof and, upon written demand by the Multi-Currency Issuing Bank following a draw on such a Letter of Credit, with a copy of such demand to the Administrative Agent, each Multi-Currency Lender (other than the Multi-Currency Issuing Bank) shall purchase from the Multi-Currency Issuing Bank, directly and not as a participation, and the Multi-Currency Issuing Bank shall sell and assign to each such other Multi-Currency Lender, such other Lender's Pro Rata Share of such Letter of Credit Advance resulting from such draw as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Multi-Currency Issuing Bank, by deposit to the Administrative Agent's Account, in same-day funds in the currency in which such Letter of Credit was denominated, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. (iii) Upon the issuance of each Letter of Credit for the account of the Canadian Subsidiary, each Canadian Subsidiary Lender (other than the Canadian Issuing Bank, if it is then a Canadian Subsidiary Lender) shall be deemed to have purchased a participation therein equal to its Pro Rata Share of the Available Amount thereof and, upon written demand by the Canadian Issuing Bank following a draw on such a Letter of Credit, with a copy of such demand to the Administrative Agent and the Canadian Administrative Agent, each Canadian Subsidiary Lender (other than the Canadian Issuing Bank) shall purchase from the Canadian Issuing Bank, directly and not as a participation, and the Canadian Issuing Bank shall sell and assign to each such other Canadian Subsidiary Lender, such other Lender's Pro Rata Share of the Letter of Credit Advance resulting from such draw as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Canadian Administrative Agent for the account of the Canadian Issuing Bank, by deposit to the Canadian Administrative Agent's Account, in same-day funds in the currency in which such Canadian Subsidiary Letter of Credit was denominated, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Canadian Subsidiary Lender. (iv) Each Borrower agrees to each participation, sale and assignment pursuant to this subsection (c). 72 67 (v) Each Appropriate Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (A) the Business Day on which demand therefor is made by the Issuing Bank, provided notice of such demand is given not later than 11:00 a.m. A.M. (Dallas New York City time) on such Business Day, or (B) the first Business Day next succeeding such demand if notice of such demand is given after such drawingtime. Upon any such assignment by the Appropriate Issuing Bank to any Appropriate Lender of a portion of a Letter of Credit Advance, the Appropriate Issuing Bank shall promptly notify Administrative be deemed to have represented and warranted to such Appropriate Lender that such Issuing Bank is the legal and each beneficial owner of such interest being assigned by it, but makes no other Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, representation or warranty and shall be used to repay the applicable portion of the Issuing Bank's Advance assumes no responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents or any Loan Party. If and to the amount extent that any Appropriate Lender shall not have so made the purchase price for its Pro Rata Share of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make a Letter of Credit Advance available to the Administrative Appropriate Agent, such Lender agrees to pay to the Appropriate Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Appropriate Issuing Bank until the date such amount is paid to the Appropriate Agent, at the Federal Funds Rate, in the case of demands made by the Multi-Currency Issuing Bank, and at the Base Rate (with respect to Canadian Subsidiary Borrowings) in the case of demands made by the Canadian Issuing Bank. If such Lender shall pay to the Appropriate Agent such amount for the account of the Appropriate Issuing BankBank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by deposit at such Lender on such Business Day for purposes of this Agreement, and the Administrative Lender's office, in same day funds, the outstanding principal amount of such Advance. In the event that any Lender fails to make available to Letter of Credit Advance made by the Administrative Lender for the account of the Issuing Bank the amount of such Advance, the Appropriate Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the any Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without draft. Upon written demand by any requirement for compliance Issuing Bank with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent, each U.S. Dollar Revolving Lender (in the case of an Advance pursuant to a U.S. Dollar Letter of Credit only) and each Multicurrency Revolving Lender (in the case of an Advance pursuant to a Multicurrency Letter of Credit only) (in each case, an “Applicable Lender”) shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Applicable Lender, such Lender’s Applicable Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Applicable Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Applicable Lender agrees to purchase its Applicable Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is not - reimbursed made by the Borrower by Issuing Bank which made such Advance, provided that notice of such demand is given not later than 11:00 a.m. A.M. (Dallas New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such drawing, the time. Upon any such assignment by an Issuing Bank shall promptly notify Administrative to any Applicable Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make of a Revolving portion of a Letter of Credit Advance, which shall bear such Issuing Bank represents and warrants to such Applicable Lender that such Issuing Bank is the legal and beneficial owner of such interest at the Base Rate Basisbeing assigned by it, free and shall be used to repay the applicable portion clear of the Issuing Bank's Advance any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents or any Loan Party. If and to the extent that any Applicable Lender shall not have so made the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make Letter of Credit Advance available to the Administrative Agent, such Applicable Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Applicable Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Applicable Lender on such Business Day for purposes of this Agreement, and the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the outstanding principal amount of the Letter of Credit Advance made by such Advance. In the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal Business Day.” (g) Section 2.05(b)(i) of the Credit Agreement is hereby amended and restated in its entirety to the lesser of read as follows: (i) The U.S. Dollar Letter of Credit Facility shall be permanently reduced from time to time on the Highest Lawful Rate or date of each reduction in the U.S. Dollar Revolving Credit Facility by the amount, if any, by which the amount of the U.S. Dollar Letter of Credit Facility exceeds the U.S. Dollar Revolving Credit Facility after giving effect to such reduction of the U.S. Dollar Revolving Credit Facility. The Multicurrency Letter of Credit Facility shall be permanently reduced from time to time on the date of each reduction in the Multicurrency Revolving Credit Facility by the amount, if any, by which the amount of the Multicurrency Letter of Credit Facility exceeds the Multicurrency Revolving Credit Facility after giving effect to such reduction of the Multicurrency Revolving Credit Facility.” (iih) Section 2.06(b)(iii) of the Federal Funds Rate.Credit Agreement is hereby amended and restated in its entirety to read as follows:

Drawing and Reimbursement. The payment by the an Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the any such Issuing Bank of an a Revolving Credit Advance, which which, in the case of Letters of Credit denominated in Dollars, shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (but without any requirement as defined below) of such Issuing Bank for compliance with a period of five Business Days and thereafter, shall be a Base Rate Advance in the conditions set forth Equivalent in Article ------- 3 hereof)Dollars on such fifth Business Day for the amount of such draft. In the event that a Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit is not - reimbursed issued by it to the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawingCompany, the applicable Borrower (if not the Company) and the Agent. Upon written demand by such Issuing Bank Bank, with a copy of such demand to the Agent and the Company, each Lender shall promptly notify Administrative Lender and each other pay to the Agent such Lender. Each ’s Ratable Share of such Lender shall, on the first Business Day following such notification, make a outstanding Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make by making available to the Administrative Lender for the account of its Applicable Lending Office to the Agent for the account of such Issuing Bank, by deposit at to the Administrative Lender's officeAgent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Credit Advance to be funded by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. In the event Each Lender acknowledges and agrees that any Lender fails its obligation to make available Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the Administrative Lender for the account occurrence and continuance of a Default or reduction or termination of the Issuing Bank the amount of Revolving Credit Commitments, and that each such Advancepayment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Agent shall transfer such funds to such Issuing Bank shall be entitled Bank. Each Lender agrees to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser fund its Ratable Share of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate.an

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making of a Revolving Advance by the Issuing Bank of an Revolving Credit Advance, which shall bear bearing interest at the Base Rate Basis, in the amount of such draft (but without and, in connection with any requirement for compliance with Letter of Credit denominated in Pounds or Euros, such Revolving Advance shall be made in the conditions set forth Equivalent Amount in Article ------- 3 hereof)U.S. dollars as of the date of such draft payment by the Issuing Bank. In the event that of a drawing payment of any draft drawn under any Letter of Credit is not - reimbursed issued by the Borrower by 11:00 a.m. (Dallas time) on Issuing Bank, each other Revolving Lender shall be deemed to have purchased from the first Business Day after such drawingIssuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each such other Revolving Lender. Each , such Lender shall, on the first Business Day following other Revolving Lender’s Revolving Commitment Pro Rata Share of such notification, make a outstanding Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion Advance as of the Issuing Bank's Advance with respect to date of such Letter of Creditpurchase, in an amount equal to by making available for the amount account of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available Applicable Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at to the Administrative Lender's officeAgent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such AdvanceRevolving Advance to be purchased by such Revolving Lender. In Each Borrower hereby consents to each such sale and assignment. Each Revolving Lender agrees to purchase its Pro Rata Share of an outstanding Revolving Advance on (i) the event that Business Day on which demand therefor is made by the Issuing Bank, provided notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any Lender fails to make available to the Administrative Lender for the account of such assignment by the Issuing Bank the amount to any other Revolving Lender of a portion of such Revolving Advance, the Issuing Bank represents and warrants to such other Revolving Lender that it is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Revolving Advance, the Loan Documents or the Borrower for the account of which such Letter of Credit was issued. If and to the extent that any Revolving Lender shall be entitled not have so made the amount of its interest in such Revolving Advance available to recover the Administrative Agent, such Revolving Lender agrees to pay to the Administrative Agent forthwith on demand such amount on demand from such Lender together with interest thereon at a rate per annum equal thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the lesser of (i) the Highest Lawful Rate or (ii) Administrative Agent, at the Federal Funds Rate. On the last day of each month, the Issuing Bank shall notify each Revolving Lender of its Pro Rata Share of the Revolving Advances made by the Issuing Bank during the preceding month pursuant to this Section 2.3(b) and shall pay to each such Revolving Lender in respect of the amount of any funded participations of such Revolving Lender in such Revolving Advances outstanding at any time during the preceding month, an amount equal to such Revolving Lender’s Pro Rata Share of the interest payable on such Revolving Advances only to the extent that such amounts shall have been paid to the Issuing Bank by the Borrowers.” 1.5 Amendment to Section 2.4(b)

Drawing and Reimbursement. The payment by the any Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without draft. Upon written demand by any requirement for compliance Issuing Bank with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent, each Revolving Credit Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Revolving Credit Lender, such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Administrative Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is not - reimbursed made by the Borrower by Issuing Bank which made such Advance, provided that notice of such demand is given not later than 11:00 a.m. A.M. (Dallas New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such drawing, the time. Upon any such assignment by an Issuing Bank shall promptly notify Administrative to any Revolving Credit Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make of a Revolving portion of a Letter of Credit Advance, which shall bear such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest at the Base Rate Basisbeing assigned by it, free and shall be used to repay the applicable portion clear of the Issuing Bank's Advance any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the outstanding principal amount of the Letter of Credit Advance made by such Advance. In the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit properly issued pursuant to Section 2.01(f) shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof)draft. In the event that a drawing under any Letter of Credit is not - reimbursed Upon written demand by the Borrower by 11:00 a.m. Issuing Bank to the Administrative Agent (Dallas time) on which shall promptly distribute such demand to the first Business Day after such drawingTranche A Revolving Credit Lenders), each Tranche A Revolving Credit Lender shall purchase from the Issuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each other Lender. Each such Lender shall, on the first Business Day following such notification, make a Tranche A Revolving Credit AdvanceLender, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the Issuing Bank's Advance with respect to date of such Letter of Creditpurchase, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make by making available to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Tranche A Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any Tranche A Revolving Credit Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Tranche A Revolving Credit Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Tranche A Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank the amount of such Advanceon any Business Day, the Issuing Bank shall be entitled to recover such amount on demand from so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender together with interest thereon at a rate per annum equal to on such Business Day for purposes of this Agreement, and the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate.outstanding principal

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any Letter of Credit is not - reimbursed by the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance (or if as a result of any Debtor Relief Law the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.16(a) by making such amount available to the Administrative Lender), which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of the Issuing Bank's Revolving Credit Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available to the Administrative Lender for the account of the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the amount of such AdvanceRevolving Credit Advance (or such participation). In the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount of such AdvanceRevolving Credit Advance (or such participation), the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate.

Drawing and Reimbursement. (i) The payment by the Appropriate Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at shall (A) in the case of payment on a draft drawn under a Letter of Credit denominated in U.S. dollars or Canadian Dollars, be a Base Rate Basis, Advance in the amount of such draft draft, and (but without any requirement for compliance with ii) Upon the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any issuance of each Letter of Credit is not - reimbursed for the account of a Multi-Currency Borrower, each Multi-Currency Credit Lender (other than the Multi-Currency Issuing Bank) shall be deemed to have purchased a participation therein equal to its Pro Rata Share of the Available Amount thereof and, upon written demand by the Multi-Currency Issuing Bank following a draw on such a Letter of Credit, with a copy of such demand to the Administrative Agent, each Multi-Currency Lender (other than the Multi-Currency Issuing Bank) shall purchase from the Multi-Currency Issuing Bank, directly and not as a participation, and the Multi-Currency Issuing Bank shall sell and assign to each such other Multi-Currency Lender, such other Lender's Pro Rata Share of such Letter of Credit Advance resulting from such draw as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Multi-Currency Issuing Bank, by deposit to the Administrative Agent's Account, in same-day funds in the currency in which such Letter of Credit was denominated, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. (iii) Upon the issuance of each Letter of Credit for the account of the Canadian Subsidiary, each Canadian Subsidiary Lender (other than the Canadian Issuing Bank, if it is then a Canadian Subsidiary Lender) shall be deemed to have purchased a participation therein equal to its Pro Rata Share of the Available Amount thereof and, upon written demand by the Canadian Issuing Bank following a draw on such a Letter of Credit, with a copy of such demand to the Administrative Agent and the Canadian Administrative Agent, each Canadian Subsidiary Lender (other than the Canadian Issuing Bank) shall purchase from the Canadian Issuing Bank, directly and not as a participation, and the Canadian Issuing Bank shall sell and assign to each such other Canadian Subsidiary Lender, such other Lender's Pro Rata Share of the Letter of Credit Advance resulting from such draw as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Canadian Administrative Agent for the account of the Canadian Issuing Bank, by deposit to the Canadian Administrative Agent's Account, in same-day funds in the currency in which such Canadian Subsidiary Letter of Credit was denominated, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Canadian Subsidiary Lender. (iv) Each Borrower agrees to each participation, sale and assignment pursuant to this subsection (c). (v) Each Appropriate Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on 66 66 (A) the Business Day on which demand therefor is made by the Issuing Bank, provided notice of such demand is given not later than 11:00 a.m. A.M. (Dallas New York City time) on such Business Day, or (B) the first Business Day next succeeding such demand if notice of such demand is given after such drawingtime. Upon any such assignment by the Appropriate Issuing Bank to any Appropriate Lender of a portion of a Letter of Credit Advance, the Appropriate Issuing Bank shall promptly notify Administrative be deemed to have represented and warranted to such Appropriate Lender that such Issuing Bank is the legal and each beneficial owner of such interest being assigned by it, but makes no other Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, representation or warranty and shall be used to repay the applicable portion of the Issuing Bank's Advance assumes no responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents or any Loan Party. If and to the amount extent that any Appropriate Lender shall not have so made the purchase price for its Pro Rata Share of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make a Letter of Credit Advance available to the Administrative Appropriate Agent, such Lender agrees to pay to the Appropriate Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Appropriate Issuing Bank until the date such amount is paid to the Appropriate Agent, at the Federal Funds Rate, in the case of demands made by the Multi-Currency Issuing Bank, and at the Base Rate (with respect to Canadian Subsidiary Borrowings) in the case of demands made by the Canadian Issuing Bank. If such Lender shall pay to the Appropriate Agent such amount for the account of the Appropriate Issuing BankBank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by deposit at such Lender on such Business Day for purposes of this Agreement, and the Administrative Lender's office, in same day funds, the outstanding principal amount of such Advance. In the event that any Lender fails to make available to Letter of Credit Advance made by the Administrative Lender for the account of the Issuing Bank the amount of such Advance, the Appropriate Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any the Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of the Reimbursement Obligation relating to such draft (but without any requirement for compliance with as of the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any date of such Letter of Credit is not - reimbursed Advance as specified by the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Lender and each other Lenderfrom time to time. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of Upon written demand by the Issuing Bank's , with a copy of such demand to the Administrative Agent, each Lender shall make, to the extent of its Commitment, an Advance with respect to such Letter of Credit, in an amount equal to such Lender’s Pro Rata Share of the amount Issuing Bank’s outstanding Letter of Credit Advance as of such date in order to refinance the Issuing Bank’s Letter of Credit Advance, by making available for the account of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available Applicable Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at to the Administrative Lender's officeAgent’s Account, in same day immediately available funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be made by such Lender; provided, that, at any time prior to the date on which such written demand is made, the Borrowers shall be permitted to repay the full amount of such payment on same-day notice to the Administrative Agent and the Issuing Bank. Promptly after receipt of such payment, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrowers hereby agree to each Letter of Credit Advance. Each Lender agrees to make its Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank, provided notice of such demand is given not later than 10:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such refinancing by any Lender of a portion of the Letter of Credit Advance made by the Issuing Bank, the Issuing Bank represents and warrants to such Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Document or any Obligor. If and to the extent that any Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by Borrower agrees to ------------------------- reimburse the Issuing L/C Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving Credit Advance, which shall bear interest at the Base Rate Basis, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any Letter of Credit is not - reimbursed by the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to within one Business Day after it has notice of any L/C Advance by the amount of its participation in such drawing for application to reimburse the Issuing L/C Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available to the Administrative Lender thereunder, for the account of the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the principal amount of such L/C Advance. In the event that any Lender fails to make available , and shall pay to the Administrative Lender for L/C Bank, on demand, interest on the account of the Issuing Bank the amount unreimbursed principal of such Advance, the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon L/C Advance at a rate per annum equal to (a) from the lesser date of such L/C Advance to the first Business Day after notice thereof has been given to the Borrower, the rate applicable to Base Rate Advances in effect from time to time, and (ib) from and after such first Business Day, the Default Rate. If the Borrower shall fail to so reimburse the L/C Bank within one Business Day after the Borrower receives notice that any such L/C Advance has been made, then upon demand by the L/C Bank, and whether or not a Default has occurred and is continuing or any conditions set forth in Section 4.02 are satisfied, each Lender shall purchase from the L/C Bank, and the L/C Bank shall sell and assign to each Lender, such Lender's Pro Rata Share of such outstanding L/C Advance as of the date of such purchase, by making available for the account of the L/C Bank, by deposit to the Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such L/C Advance to be purchased by such Lender. Each Lender agrees to purchase its Pro Rata Share of an outstanding L/C Advance on (A) the Highest Lawful Rate Business Day on which demand therefor is made by the L/C Bank which made such L/C Advance, provided notice of such demand is given not later than 12:00 noon (Dallas, Texas time) on such Business Day, or (iiB) the Federal Funds Ratefirst Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the L/C Bank to any Lender of a portion of an L/C Advance, the L/C Bank represents and warrants to such Lender that the L/C Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such L/C Advance, the Loan Documents or any Loan Party.

Drawing and Reimbursement. (i) The payment by the an Issuing Bank of a draft ------------------------- drawn under any Letter of Credit for the account of a Borrower or its Subsidiary shall constitute for all purposes of this Agreement the making by the an Issuing Bank of an Revolving a Letter of Credit AdvanceAdvance to such Borrower, which shall bear accrue interest at the Base Rate Basisplus the Applicable Margin in effect for Base Rate Loans, in the amount and currency of such draft draft, and be immediately due and payable in full by such Borrower not later than 2:00 p.m., New York City time, on (but without any requirement for compliance with 1) the Business Day that AGCO receives notice of such payment by the Issuing Bank, if such notice is received prior to 12:00 noon, New York City time, on such Business Day, or (2) the Business Day immediately following the day that AGCO receives such notice, if such notice is not received prior to such time; provided that AGCO may, subject to the conditions to borrowing set forth herein, request in Article ------- 3 hereof). In accordance with Section 2.2 that such payment be financed with a Base Rate Revolving Loan or Swing Line Loan in an equivalent amount and currency and, to the event that a drawing under any extent so financed, such Borrower’s obligation to repay the Letter of Credit is not - reimbursed Advance shall be discharged and replaced by the resulting Base Rate Revolving Loan or Swing Line Loan. (ii) Upon the issuance of each Letter of Credit by an Issuing Bank, each Revolving Loan Lender shall be deemed to have purchased from such Issuing Bank a participation therein equal to its Pro Rata Share (calculated in accordance with Section 2.11(e)(iv) if any Revolving Loan Lender is an Impacted Lender) of the Available Amount of such Letter of Credit and, upon written demand by such Issuing Bank following a draw on such a Letter of Credit, with a copy of such demand to the Administrative Agent, each Revolving Loan Lender shall purchase from such Issuing Bank, directly and not as a participation, and such Issuing Bank shall sell and assign to each such other Revolving Loan Lender, such other Revolving Loan Lender’s Pro Rata Share (calculated in accordance with Section 2.11(e)(iv) if any Revolving Loan Lender is an Impacted Lender) of such Letter of Credit Advance resulting from such draw as of the date of such purchase to the extent not previously repaid by the applicable Borrower, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Administrative Agent’s Account, in same-day funds in the currency in which such Letter of Credit was denominated, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Revolving Loan Lender. (iii) Each Borrower agrees to each participation, sale and assignment pursuant to this subsection (c). (iv) Each Revolving Loan Lender agrees to purchase its Pro Rata Share (calculated in accordance with Section 2.11(e)(iv) if any Revolving Loan Lender is an Impacted Lender) of an outstanding Letter of Credit Advance made by an Issuing Bank on (1) the Business Day on which demand therefor is made by such Issuing Bank, provided notice of such demand is given not later than 11:00 a.m. (Dallas New York, New York time) on such Business Day, or (2) the first Business Day next succeeding such demand if notice of such demand is given after such drawingtime. Upon any such assignment by an Issuing Bank to any Revolving Loan Lender of a portion of a Letter of Credit Advance made by such Issuing Bank, the such Issuing Bank shall promptly notify Administrative be deemed to have represented and warranted to such Revolving Loan Lender that such Issuing Bank is the legal and each beneficial owner of such interest being assigned by it, but makes no other Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, representation or warranty and shall be used to repay the applicable portion of the Issuing Bank's Advance assumes no responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents or any Loan Party. If and to the amount extent that any Revolving Loan Lender shall not have so made the purchase price for its Pro Rata Share (calculated in accordance with Section 2.11(e)(iv) if any Revolving Loan Lender is an Impacted Lender) of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make a Letter of Credit Advance available to the Administrative Agent, such Revolving Loan Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate. If such Revolving Loan Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Revolving Loan Lender on such Business Day for purposes of this Agreement, and the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the outstanding principal amount of the Letter of Credit Advance made by such Advance. In the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the any Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without draft. Upon written demand by any requirement for compliance Issuing Bank with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any an outstanding Letter of Credit is not - reimbursed by Advance, with a copy of such demand to the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after Administrative Agent, each Revolving Credit Lender shall purchase from such drawingIssuing Bank, the and such Issuing Bank shall promptly notify Administrative Lender sell and assign to each other Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit AdvanceLender, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the Issuing Bank's Advance with respect to date of such Letter of Creditpurchase, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make by making available to the Administrative Lender for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such AdvanceLetter of Credit Advance to be purchased by such Lender. In the event that any Lender fails to make available to Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender for the account agrees to purchase its Pro Rata Share of the Issuing Bank the amount an outstanding Letter of such Advance, the Issuing Bank shall be entitled to recover such amount Credit Advance on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate Business Day on which demand therefor is made by the Issuing Bank, provided notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or (ii) the Federal Funds Rate.first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by any Issuing Bank to any other Revolving Credit Lender of a portion of a Letter of Credit Advance, such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such

Drawing and Reimbursement. The payment by Borrower agrees to ------------------------- reimburse the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving Credit Advance, which shall bear interest at the Base Rate Basis, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any Letter of Credit is not - reimbursed by the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to within one Business Day after it has notice of any L/C Advance by such Issuing Bank thereunder, for the principal amount of its participation in such drawing for application L/C Advance, and shall pay to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available to the Administrative Lender for the account of the such Issuing Bank, by deposit at on demand, interest on the Administrative Lender's office, in same day funds, the amount unreimbursed principal of such Advance. In the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon L/C Advance at a rate per annum equal to (a) from the lesser date of such L/C Advance to the first Business Day after notice thereof has been given to the Borrower, the rate applicable to Base Rate Advances in effect from time to time, and (ib) from and after such first Business Day, the Default Rate. If the Borrower shall fail to so reimburse the Issuing Bank within one Business Day after the Borrower receives notice that any such L/C Advance has been made, then upon demand by the Issuing Bank, and whether or not a Default has occurred and is continuing or any conditions set forth in Section 4.02 are satisfied, each Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each Lender, such Lender's Pro Rata Share of such outstanding L/C Advance as of the date of such purchase, by making available for the account of such Issuing Bank, by deposit to the Administrative Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such L/C Advance to be purchased by such Lender. Each Lender agrees to purchase its Pro Rata Share of an outstanding L/C Advance on (A) the Highest Lawful Rate Business Day on which demand therefor is made by the Issuing Bank which made such L/C Advance, provided notice of such demand is given not later than 12:00 noon (Los Angeles, California time) on such Business Day, or (iiB) the Federal Funds Ratefirst Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by an Issuing Bank to any Lender of a portion of an L/C Advance, such Issuing Bank represents and warrants to such Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such L/C Advance, the Loan Documents or any Loan Party.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making of a Revolving Loan by the Issuing Bank of an Revolving Credit Advance, which shall bear bearing interest at the Base Rate Basis, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof)draft. In the event that of a drawing payment of any draft drawn under any Letter of Credit is not - reimbursed issued by the Borrower by 11:00 a.m. (Dallas time) on Issuing Bank, each other Revolving Lender shall be deemed to have purchased from the first Business Day after such drawingIssuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each such other Revolving Lender. Each , such Lender shall, on the first Business Day following other Revolving Lender's Revolving Commitment Pro Rata Share of such notification, make a outstanding Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion Loan as of the Issuing Bank's Advance with respect to date of such Letter of Creditpurchase, in an amount equal to by making available for the amount account of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available Applicable Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Loan to be purchased by such Revolving Lender; provided that no such Revolving Lender shall be obligated to purchase its Pro Rata Share of such Revolving Loan for any wrongful payment made by the Issuing Bank as a result of its gross negligence or willful misconduct. Each Borrower hereby consents to each such sale and assignment. Each Revolving Lender agrees to purchase its Pro Rata Share of an outstanding Revolving Loan on (i) the Business Day on which demand therefor is made by the Issuing Bank, PROVIDED notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Lender of a portion of such Revolving Loan, the Issuing Bank represents and warrants to such other Revolving Lender that it is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Revolving Loan, the Loan Documents or the Borrower for the account of which such Letter of Credit was issued. If and to the extent that any Revolving Lender shall not have so made the amount of its interest in such Advance. In the event that any Lender fails to make Revolving Loan available to the Administrative Agent, such Revolving Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the account date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. On the last day of such Advanceeach month, the Issuing Bank shall be entitled notify each Revolving Lender of its Pro Rata Share of the Revolving Loans made by the Issuing Bank during the preceding month pursuant to recover this Section 2.03(b) and shall pay to each such Revolving Lender in respect of the amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate.any

Drawing and Reimbursement. (i) The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof)draft. In the event that a drawing under any Letter of Credit is not - reimbursed Upon demand by the Borrower by 11:00 a.m. (Dallas time) on Issuing Bank, with a copy of such demand to the first Business Day after such drawingAdministrative Agent, each Lender shall purchase from the Issuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each other such Lender. Each , such Lender shall, on the first Business Day following Lender's Pro Rata Share of such notification, make a Revolving outstanding Letter of Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion Advance as of the Issuing Bank's Advance with respect to date of such Letter of Creditpurchase, in an amount equal to by making available for the amount account of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available Applicable Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (A) the Business Day on which demand therefor is made by the Issuing Bank so long as notice of such demand is given not later than 11:00 A.M. (Charlotte, North Carolina time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any Liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount, together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate, for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for all purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or Business Day. (ii) The Obligation of each Lender to purchase its Pro Rata Share of each outstanding Letter of Credit Advance upon demand by the Federal Funds RateIssuing Bank therefor pursuant to Section 2.03(c)(i) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the terms of Section 2.03(c)(i) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document, any Letter of Credit Agreement, any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "L/C Related Documents"); (B) the existence of any claim, setoff, defense or other right that such Lender may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Issuing Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the L/C Related Documents or any unrelated transaction; (C) the occurrence and continuance of any Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof)draft. In the event that a drawing under any Letter of Credit is not - reimbursed Upon written demand by the Borrower by 11:00 a.m. (Dallas time) on Issuing Bank, with a copy of such demand to the first Business Day after such drawingAdministrative Agent, each Revolving Credit Lender shall purchase from the Issuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each other Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit AdvanceLender, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the Issuing Bank's Advance with respect to date of such Letter of Creditpurchase, in an amount equal to by making available for the amount account of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available Applicable Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Domestic Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any Revolving Credit Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Credit Agreement Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. (i) The payment by the any Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by such Issuing Bank of a Letter of Credit Loan. (ii) Upon written demand by the Issuing Bank who issued such Letter of Credit, with a copy of such demand to the Administrative Agent, each other Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such other Lender, such other Lender’s pro rata share of such outstanding Letter of Credit Loan as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Administrative Agent’s Account, in same day funds, an Revolving amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance, which shall bear interest at the Base Rate BasisLoan to be purchased by such Lender (or, in the amount case of a Letter of Credit Loan denominated in Sterling, Swiss Francs or Euro, the Dollar Equivalent thereof on such draft date). The Company (but for itself and on behalf of each other account party) hereby agrees to each such sale and assignment. (iii) Each Lender’s obligations to make such payments to the Administrative Agent for account of any Issuing Bank under this paragraph (b), and each MARRIOTT CREDIT AGREEMENT Issuing Bank’s right to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the failure of any requirement for compliance with other Lender to make its payment under this paragraph (b), the financial condition of the Company (or any other account party), the existence of any Default, the failure of any of the conditions set forth in Article ------- 3 hereof). In IV to be satisfied, or the event termination of the Commitments; provided, that a drawing under no Lender shall be obligated to make such payments in respect of any Letter of Credit after such Lender’s scheduled Termination Date. Each such payment to an Issuing Bank shall be made without any offset, abatement, withholding or reduction whatsoever. (iv) Each Lender agrees to purchase its pro rata share of an outstanding Letter of Credit Loan on (i) the Business Day on which demand therefor is made by an Issuing Bank, provided notice of such demand is given not - reimbursed by the Borrower by later than 11:00 a.m. A.M. (Dallas New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such drawing, the time. (v) Upon any such assignment by an Issuing Bank shall promptly notify Administrative to any other Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make of a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of a Letter of Credit Loan, such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the Issuing Bank's Advance legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of CreditCredit Loan, in an amount equal the Loan Documents or any party hereto. (vi) If and to the extent that any Lender shall not have so made the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make Loan available to the Administrative Agent, such Lender for the account of the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the amount of such Advance. In the event that any Lender fails agrees to make available pay to the Administrative Lender for the account of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover Agent forthwith on demand such amount on demand from such Lender together with interest thereon at a rate per annum equal thereon, for each day from the date of demand by an Issuing Bank until the date such amount is paid to the lesser of (i) the Highest Lawful Rate or (ii) Administrative Agent, at the Federal Funds Rate. (vii) If such Lender shall pay to the Administrative Agent such amount for the account of an Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Loan made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Loan made by such Issuing Bank shall be reduced by such amount on such Business Day.

Drawing and Reimbursement. The (i) For all Letters of Credit, other than the Tender Offer L/C, the payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance draft. Other than with respect to the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any Letter of Credit is not - reimbursed Tender Offer L/C, upon demand by the Borrower by 11:00 a.m. (Dallas time) on Issuing Bank to each Lender having a Revolving Credit Commitment, with a copy of such demand to the first Business Day after Administrative Agent, each such drawingLender shall purchase from the Issuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each other such Lender. Each , such Lender shall, on the first Business Day following Lender's Pro Rata Share of such notification, make a Revolving outstanding Letter of Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion Advance as of the Issuing Bank's Advance with respect to date of such Letter of Creditpurchase, in an amount equal to by making available for the amount account of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available Applicable Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Company hereby agrees to each such sale and assignment. Each Lender having a Revolving Credit Commitment agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance (other than an advance under the Tender Offer L/C) on (A) the Business Day on which demand therefor is made by the Issuing Bank so long as notice of such demand is given not later than 11:00 A.M. (New York time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Lender having a Revolving Credit Commitment of a portion of such Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Lender having a Revolving Credit Commitment shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount, together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate, for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for all purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on such Business Day. (ii) For all Letters of Credit, other than the Tender Offer L/C, the Obligation of each Lender having a Revolving Credit Commitment to purchase its Pro Rata Share of each outstanding Letter of Credit Advance upon demand from by the Issuing Bank therefor pursuant to clause (i) of this Section 2.03(c) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the terms of clause (i) of this Section 2.03(c) under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any Loan Document, any Letter of Credit Agreement, any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "L/C Related Documents"); (B) the existence of any claim, set-off, defense or other right that such Lender together may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Issuing Bank, any Borrower or any other Person, whether in connection with interest thereon at the transactions contemplated by the L/C Related Documents or any unrelated transaction; (C) the occurrence and continuance of any Default or Event of Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. (iii) The payment by the Initial Issuing Bank of a rate per annum equal drawing under the Tender Offer L/C shall be repaid upon such drawing in the amount thereof in same day funds by (i) release of amounts deposited in the L/C Cash Collateral Account pursuant to Section 2.14, (ii) the lenders or other providers of credit under the Bridge Facility making a direct reimbursement to the lesser Initial Issuing Bank on account of the Company and (iii) the Company using proceeds received from the issuance and sale of the Debt Securities; in each case to the extent applicable, pursuant to documentation satisfactory to the Initial Issuing Bank (which shall require, among other things, that amounts be released to the Initial Issuing Bank immediately upon notice by the Initial Issuing Bank of a drawing under the Tender Offer L/C) and in an aggregate amount not in excess of the Available Amount of the Tender Offer L/C. The Tender Offer L/C will be deemed to be repaid in full for all purposes of this Agreement (which shall have the effect of, subject to the proviso below, increasing the amount of the Unused Revolving Credit Commitment by such amount which is deemed to be repaid) when (a) the aggregate of the sum of (i) the Highest Lawful Rate or amount deposited in the L/C Cash Collateral Account pursuant to Section 2.14, (ii) the Federal Funds Rateface amount of the backstop letter of credit, amount of cash collateral (or other credit support acceptable to the Administrative Agent and Initial Issuing Bank) or other cash proceeds of the Bridge Facility; in each case deposited in favor of, and available to be drawn immediately by, the Initial Issuing Bank upon a drawing under the Tender Offer L/C and (iii) an amount of proceeds received from the issuance and sale of the Debt Securities is held subject to the Collateral Pledge Agreement, is equal to the Available Amount of such Tender Offer L/C, provided that if at any time the proceeds specified in this clause (iii) are released to or for the account of the purchasers of the Debt Securities and the Tender Offer L/C shall not have by then otherwise expired according to its terms, the Tender Offer L/C shall then again be a Letter of Credit for all purposes of this Agreement until such time as it expires in accordance with its terms or is otherwise cash collateralized or supported by a backstop letter of credit or other credit arrangements, in each case in an amount sufficient to secure any claims thereunder and pursuant to documentation satisfactory to the Initial Issuing Bank or (b) it is returned for cancellation by the beneficiary thereof to the Initial Issuing Bank.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- ARTICLE 3 hereof). In the event that a drawing under any Letter of Credit is not - reimbursed by the Borrower by 11:00 a.m. 12:00 noon (Dallas Dallas, Texas time) on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Lender Agent and each other Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article ARTICLE 3 hereof) and --------- shall make available to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at the Administrative LenderAgent's office, in same day funds, the amount of such Advance. In the event that any Lender fails to make available to the Administrative Lender Agent for the account of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate.

Drawing and Reimbursement. The payment by the an Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the any such Issuing Bank of an a Revolving Credit Advance, which which, in the case of Letters of Credit denominated in Dollars, shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Rate plus the Applicable Margin for Eurocurrency Rate Advances for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof). In the event that a and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit is not - reimbursed issued by it to the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawingCompany, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such Issuing Bank Bank, with a copy of such demand to the Administrative Agent and the Company, each Lender shall promptly notify pay to the Administrative Lender and each other Agent such Lender. Each ’s Ratable Share of such Lender shall, on the first Business Day following such notification, make a outstanding Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make by making available to the Administrative Lender for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the account at the Administrative Lender's officeapplicable Agent’s Office, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Credit Advance to be funded by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. In the event Each Lender acknowledges and agrees that any Lender fails its obligation to make available Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. Each Lender for the account agrees to fund its Ratable Share of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover such amount an outstanding Revolving Credit Advance on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate Business Day on which demand therefor is made by such Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any Lender shall not have so made the amount of such Revolving Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the greater of the Federal Funds RateRate in the case of Advances denominated in Dollars and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day.

Drawing and Reimbursement. (i) The payment by the Short Term L/C Series A Issuing Bank of a draft ------------------------- drawn draw under any the Short Term Series A Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an Revolving a Short Term Series A Letter of Credit Advance, which shall bear interest at the initially be a Base Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance with payment. Upon written demand by such Issuing Bank to the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any Letter of Credit is not - reimbursed by the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after Administrative Agent, which shall immediately present such drawingdemand to all Short Term L/C Series A Funding Lenders, the each Short Term L/C Series A Funding Lender shall purchase from such Issuing Bank, and such Issuing Bank shall promptly notify sell and assign to each such Short Term L/C Series A Funding Lender, such Short Term L/C Series A Funding Lender's Pro Rata Share of such outstanding Short Term Series A Letter of Credit Advance (after deducting the amount of principal thereof to be prepaid pursuant to Section 2.04(c)) as of the date of such purchase, by making available for the account of its Lending Office to the Letter of Credit Administrative Lender and each other Agent for the account of such Issuing Bank in accordance with Section 2.02(a)(viii), by deposit to the Agent's Account, in same day funds, an amount equal to such Pro Rata Share of the outstanding principal amount of such Short Term Series A Letter of Credit Advance to be purchased by such Short Term L/C Series A Funding Lender. Each such Lender shall, together with all accrued interest on the first Business Day following principal amount so purchased. Upon receipt thereof, the Letter of Credit Administrative Agent shall transfer such notification, make funds to such Issuing Bank. (ii) The payment by the Short Term L/C Series B Issuing Bank of a Revolving draw under the Short Term Series B Letter of Credit shall constitute for all purposes of this Agreement the making by such Issuing Bank of a Short Term Series B Letter of Credit Advance, which shall bear interest at the initially be a Base Rate BasisAdvance, in the amount of such payment. Upon written demand by such Issuing Bank to the Letter of Credit Administrative Agent, which shall immediately present such demand to all Short Term L/C Series B Funding Lenders, each Short Term L/C Series B Funding Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Short Term L/C Series B Funding Lender, such Short Term L/C Series B Funding Lender's Pro Rata Share of such outstanding Short Term Series B Letter of Credit Advance (after deducting the amount of principal thereof to be prepaid pursuant to Section 2.04(c)) as of the date of such purchase, by making available for the account of its Lending Office to the Letter of Credit Administrative Agent for the account of such Issuing Bank in accordance with Section 2.02(a)(viii), by deposit to the Agent's Account, in same day funds, an amount equal to such Pro Rata Share of the outstanding principal amount of such Short Term Series B Letter of Credit Advance to be purchased by such Short Term L/C Series B Funding Lender, together with all accrued interest on the principal amount so purchased. Upon receipt thereof, the Letter of Credit Administrative Agent shall transfer such funds to such Issuing Bank. (iii) The payment by each Short Term L/C Series C Issuing Bank of a draw under the Short Term Series C Letter of Credit issued by it shall constitute for all purposes of this Agreement the making by such Issuing Bank of a Short Term Series C Letter of Credit Advance, which shall initially be a Base Rate Advance, in the amount of such payment. Upon written demand by such Issuing Bank to the Letter of Credit Administrative Agent, which shall immediately present such demand to all Short Term L/C Series C Funding Lenders, each Short Term L/C Series C Funding Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Short Term L/C Series C Funding Lender, such Short Term L/C Series C Funding Lender's Pro Rata Share of such outstanding Short Term Series C Letter of Credit Advance (after deducting the amount of principal thereof to be prepaid pursuant to Section 2.04(c)) as of the date of such purchase, by making available for the account of its Lending Office to the Letter of Credit Administrative Agent for the account of such Issuing Bank in accordance with Section 2.02(a)(viii), by deposit to the Agent's Account, in same day funds, an amount equal to such Pro Rata Share of the outstanding principal amount of such Short Term Series C Letter of Credit Advance to be purchased by such Short Term L/C Series C Funding Lender, together with all accrued interest on the principal amount so purchased. Upon receipt thereof, the Letter of Credit Administrative Agent shall transfer such funds to such Issuing Bank. (iv) The payment by each Long Term L/C Series A Issuing Bank of a draw under the Long Term Series A Letter of Credit issued by it shall constitute for all purposes of this Agreement the making by such Issuing Bank of a Long Term Series A Letter of Credit Advance, which shall initially be a Base Rate Advance, in the amount of such payment. In the case of any Long Term Series A Letter of Credit Advance made by Deutsche Bank, upon written demand by such Issuing Bank to the Letter of Credit Administrative Agent, which shall immediately present such demand to all Long Term L/C Series A Funding Lenders, each Long Term L/C Series A Funding Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Long Term L/C Series A Funding Lender, such Long Term L/C Series A Funding Lender's Pro Rata Share of such outstanding Long Term Series A Letter of Credit Advance (after deducting the amount of principal thereof to be prepaid pursuant to Section 2.04(c)) as of the date of such purchase, by making available for the account of its Lending Office to the Letter of Credit Administrative Agent for the account of such Issuing Bank in accordance with Section 2.02(a)(viii), by deposit to the Agent's Account, in same day funds, an amount equal to such Pro Rata Share of the outstanding principal amount of such Long Term Series A Letter of Credit Advance to be purchased by such Long Term L/C Series A Funding Lender, together with all accrued interest on the principal amount so purchased. Upon receipt thereof, the Letter of Credit Administrative Agent shall transfer such funds to such Issuing Bank. (v) The payment by each Long Term L/C Series B Issuing Bank of a draw under the Long Term Series B Letter of Credit issued by it shall constitute for all purposes of this Agreement the making by such Issuing Bank of a Long Term Series B Letter of Credit Advance, which shall initially be a Base Rate Advance, in the amount of such payment. In the case of any Long Term Series B Letter of Credit Advance made by Deutsche Bank, upon written demand by such Issuing Bank, addressed to all Short Term L/C Series B Funding Lenders to the Letter of Credit Administrative Agent, which shall immediately present such demand to all Long Term L/C Series B Funding Lenders, each Long Term L/C Series B Funding Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Long Term L/C Series B Funding Lender, such Long Term L/C Series B Funding Lender's Pro Rata Share of such outstanding Long Term Series B Letter of Credit Advance (after deducting the amount of principal thereof to be prepaid pursuant to Section 2.04(c)) as of the date of such purchase, by making available for the account of its Lending Office to the Letter of Credit Administrative Agent for the account of such Issuing Bank within in accordance with Section 2.02(a)(viii), by deposit to the Agent's Account, in same day funds, an amount equal to such Pro Rata Share of the outstanding principal amount of such Long Term Series B Letter of Credit Advance to be purchased by such Long Term L/C Series B Funding Lender, together with all accrued interest on the principal amount so purchased. Upon receipt thereof, the Letter of Credit Administrative Agent shall transfer such funds to such Issuing Bank. (vi) The payment by each Long Term L/C Series C Issuing Bank of a draw under the Long Term Series C Letter of Credit issued by it shall constitute for all purposes of this Agreement the making by such Issuing Bank of a Long Term Series C Letter of Credit Advance, which shall initially be a Base Rate Advance, in the amount of such payment. Upon written demand by such Issuing Bank to the Letter of Credit Administrative Agent, which shall immediately present such demand to all Long Term L/C Funding Lenders, each Long Term L/C Series C Funding Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Long Term L/C Series C Funding Lender, such Long Term L/C Series C Funding Lender's Pro Rata Share of such outstanding Long Term Series C Letter of Credit Advance (after deducting the amount of principal thereof to be prepaid pursuant to Section 2.04(c)) as of the date of such purchase, by making available for the account of its Lending Office to the Letter of Credit Administrative Agent for the account of such Issuing Bank in accordance with Section 2.02(a)(viii), by deposit to the Agent's Account, in same day funds, an amount equal to such Pro Rata Share of the outstanding principal amount of such Long Term Series C Letter of Credit Advance to be purchased by such Long Term L/C Series C Funding Lender, together with all accrued interest on the principal amount so purchased. Upon receipt thereof, the Letter of Credit Administrative Agent shall transfer such funds to such Issuing Bank. (vii) The payment by the Long Term L/C Series D Issuing Bank of a draw under the Long Term Series D Letter of Credit shall constitute for all purposes of this Agreement the making by such Issuing Bank of a Long Term Series D Letter of Credit Advance, which shall initially be a Base Rate Advance, in the amount of such payment. (viii) The Company hereby agrees to each sale and assignment made pursuant to this Section 2.02(a). Each L/C Funding Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance hereunder on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Letter of Credit Advance, provided that notice of such demand shall have been given in accordance with the terms hereof and shall have been received not later than 11:00 A.M. (local time in the place where such L/C Funding Lender's Lending Office is located) on such Business Day, or (ii) the first Business Day next succeeding the date of such demand if notice of such demand is given after such time. Upon each assignment by an Issuing Bank to any L/C Funding Lender of a portion of a Letter of Credit Advance, such Issuing Bank shall be used deemed to repay represent and warrant to such other Lender that such Issuing Bank is the applicable portion legal and beneficial owner of the Issuing Bank's Advance such interest being assigned by it, free and clear of any liens, but shall not be deemed to make any other representation or warranty and shall not assume any responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents or the Company. In the event that, as of the fourth Business Day after the date of any Letter of Credit Advance made by any Issuing Bank, the prepayment required to the amount be made pursuant to Section 2.04(c) has failed to occur for any reason, each L/C Funding Lender required to purchase a Pro Rata Share of its participation in such drawing for application to reimburse Letter of Credit Advance shall, upon notice of such failure given by the Issuing Bank and the Letter of Credit Administrative Agent as provided for in Sections 2.02(a)(i) through (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available to the Administrative Lender for the account vi), immediately purchase its Pro Rata Share of the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the amount of such Advance. In the event that any Lender fails Letter of Credit Advance previously disregarded pursuant to make available to the Administrative Lender for the account this Section 2.02(a) in respect of the Issuing Bank the prepayment amount of such Advance, the Issuing Bank shall anticipated to be entitled paid pursuant to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateSection 2.04(c).

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof)draft. In the event that a of any drawing under any a Letter of Credit is not - reimbursed by the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawingCredit, the Issuing Bank shall promptly notify the Administrative Lender Agent, and the Administrative Agent shall promptly notify each Working Capital Lender, and each other Lender. Each such Working Capital Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of purchase from the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse and the Issuing Bank (but without any requirement shall sell and assign to each such Working Capital Lender, such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available account of its Applicable Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which notice of the drawing under the related Letter of Credit is given by the Issuing Bank, provided such notice is given not later than 1:00 P.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if such notice is given after such time. Upon any such assignment by the Issuing Bank to any Working Capital Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance draft. Upon demand by the Issuing Bank with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any an outstanding Letter of Credit is not - reimbursed by Advance, each other Lender shall purchase from the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawingIssuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each such other Lender. Each , such Lender shall, on the first Business Day following other Lender's Percentage of such notification, make a Revolving outstanding Letter of Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion Advance as of the Issuing Bank's Advance with respect to date of such Letter of Creditpurchase, in an amount equal to by making available for the amount account of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Letter of Credit Advance. In the event that any Each Lender fails agrees to make available purchase its Percentage of an outstanding Letter of Credit Advance upon notice given not later than 11:00 A.M. (Charlotte, North Carolina time) one Business Day prior to the Administrative Lender for Business Day of the account of proposed purchase. Upon any such assignment by the Issuing Bank the amount to any other Lender of such a portion of a Letter of Credit Advance, the Issuing Bank shall be entitled represents and warrants to recover such amount on demand from other Lender that the Issuing Bank is the legal and beneficial owner of such Lender together interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with interest thereon at a rate per annum equal respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the lesser extent that any Lender shall not have so made the amount of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate.such

Drawing and Reimbursement. The payment by the relevant Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an Revolving a Letter of Credit AdvanceLoan, which shall bear interest at the be a Base Rate BasisLoan, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof)draft. In the event that a drawing under any Letter of Credit is not - reimbursed Upon written demand by the Borrower by 11:00 a.m. (Dallas time) on Issuing Bank, with a copy of such demand to Administrative Agent, each Lender shall purchase from the first Business Day after such drawingIssuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each other such Lender. Each , such Lender shall, on the first Business Day following Lender's Pro Rata Share of such notification, make a Revolving outstanding Letter of Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion Loan as of the Issuing Bank's Advance with respect to date of such Letter of Creditpurchase, in an amount equal to by making available for the amount account of its participation in such drawing for application Principal Office to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at the to Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Loan to be purchased by such Lender. Promptly after receipt thereof, Administrative Agent shall transfer such funds to the Issuing Bank. Company hereby agrees to each such sale and assignment. Each Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Loan on (i) the Business Day on which demand therefor is made by the Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any Lender of a portion of a Letter of Credit Loan, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any Liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Loan, the Loan Documents or any Loan Party. If and to the extent that any Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Loan available to Administrative Agent, such Lender agrees to pay to Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Loan made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Loan made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the Base be a Prime Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof)draft. In the event that a drawing under any Letter of Credit is not - reimbursed Upon written demand by the Borrower by 11:00 a.m. (Dallas time) on Issuing Bank, with a copy of such demand to the first Business Day after such drawingAdministrative Agent, each Lender shall purchase from the Issuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each other such Lender. Each , such Lender shall, on the first Business Day following Lender's Pro Rata Share of such notification, make a Revolving outstanding Letter of Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion Advance as of the Issuing Bank's Advance with respect to date of such Letter of Creditpurchase, in an amount equal to by making available for the amount account of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available Applicable Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. Each Borrower hereby agrees to each such sale and assignment. Each Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day 33 28 on which demand therefor is made by the Issuing Bank, provided notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any Letter of Credit is not - reimbursed by the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance (or if as a result of any Debtor Relief Law the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.16(a) by making such amount available to the Administrative Lender), which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of the Issuing Bank's Revolving Credit Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available to the Administrative Lender for the account of the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the amount of such AdvanceRevolving Credit Advance (or such participation). In the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount of such AdvanceRevolving Credit Advance (or such participation), the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate.

Drawing and Reimbursement. (i) The payment by the Appropriate Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an Revolving a Letter of Credit AdvanceAdvance to the applicable Borrower, which shall bear interest at (1) in the case of payment on a draft drawn under a Letter of Credit denominated in U.S. dollars or Canadian Dollars, be a Base Rate Basis, Advance in the amount of such draft draft, and (but without 2) in any requirement for compliance other case, be a LIBO Rate Advance that bears interest at the rate per annum equal to the rate per annum at which interest would accrue on a LIBO Rate Advance with an Interest Period of one month beginning on the conditions set forth date of such draw, and be immediately due and payable in Article ------- 3 hereof). In full by the event that a drawing under any applicable Borrower. (ii) Upon the issuance of each Letter of Credit is not - reimbursed for the account of a Multi-Currency Borrower, each Multi-Currency Lender (other than the Multi-Currency Issuing Bank) shall be deemed to have purchased a participation therein equal to its Pro Rata Share of the Available Amount thereof and, upon written demand by the Multi-Currency Issuing Bank following a draw on such a Letter of Credit, with a copy of such demand to the Administrative Agent, each Multi-Currency Lender (other than the Multi-Currency Issuing Bank) shall purchase from the Multi-Currency Issuing Bank, directly and not as a participation, and the Multi-Currency Issuing Bank shall sell and assign to each such other Multi-Currency Lender, such other Lender's Pro Rata Share of such Letter of Credit Advance resulting from such draw as of the date of such purchase to the extent not previously repaid by the applicable Borrower, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Multi-Currency Issuing Bank, by deposit to the Administrative Agent's Account, in same-day funds in the currency in which such Letter of Credit was denominated, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. (iii) Upon the issuance of each Letter of Credit for the account of the Canadian Subsidiary, each Canadian Facility Lender (other than the Canadian Issuing Bank, if it is then a Canadian Facility Lender) shall be deemed to have purchased a participation therein equal to its Pro Rata Share of the Available Amount thereof and, upon written demand by the Canadian Issuing Bank following a draw on such a Letter of Credit, with a copy of such demand to the Administrative Agent and the Canadian Administrative Agent, each Canadian Facility Lender (other than the Canadian Issuing Bank) shall purchase from the Canadian Issuing Bank, directly and not as a participation, and the Canadian Issuing Bank shall sell and assign to each such other Canadian Facility Lender, such other Lender's Pro Rata Share of the Letter of Credit Advance resulting from such draw as of the date of such purchase to the extent not previously repaid by the applicable Borrower, by making available for the account of its Applicable Lending Office to the Canadian Administrative Agent for the account of the Canadian Issuing Bank, by deposit to the Canadian Administrative Agent's Account, in same-day funds in the currency in which such Canadian Subsidiary Letter of Credit was denominated, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Canadian Facility Lender. (iv) Each Borrower agrees to each participation, sale and assignment pursuant to this subsection (c). (v) Each Appropriate Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (1) the Business Day on which demand therefor is made by the Issuing Bank, provided notice of such demand is given not later than 11:00 a.m. A.M. (Dallas New York City time) on such Business Day, or (2) the first Business Day next succeeding such demand if notice of such demand is given after such drawingtime. Upon any such assignment by the Appropriate Issuing Bank to any Appropriate Lender of a portion of a Letter of Credit Advance, the Appropriate Issuing Bank shall promptly notify Administrative be deemed to have represented and warranted to such Appropriate Lender that such Issuing Bank is the legal and each beneficial owner of such interest being assigned by it, but makes no other Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, representation or warranty and shall be used to repay the applicable portion of the Issuing Bank's Advance assumes no responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents or any Loan Party. If and to the amount extent that any Appropriate Lender shall not have so made the purchase price for its Pro Rata Share of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make a Letter of Credit Advance available to the Administrative Appropriate Agent, such Lender agrees to pay to the Appropriate Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Appropriate Issuing Bank until the date such amount is paid to the Appropriate Agent, at the Federal Funds Rate, in the case of demands made by the Multi-Currency Issuing Bank, and at the Base Rate (with respect to Canadian Facility Borrowings) in the case of demands made by the Canadian Issuing Bank. If such Lender shall pay to the Appropriate Agent such amount for the account of the Appropriate Issuing BankBank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by deposit at such Lender on such Business Day for purposes of this Agreement, and the Administrative Lender's office, in same day funds, the outstanding principal amount of such Advance. In the event that any Lender fails to make available to Letter of Credit Advance made by the Administrative Lender for the account of the Issuing Bank the amount of such Advance, the Appropriate Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the an Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the any such Issuing Bank of an a Revolving Credit Advance, which which, in the case of Letters of Credit denominated in Dollars, shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (but without any requirement as defined below) of such Issuing Bank for compliance with a period of five Business Days and thereafter, shall be a Base Rate Advance in the conditions set forth Equivalent in Article ------- 3 hereof)Dollars on such fifth Business Day for the amount of such draft. In the event that a Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit is not - reimbursed issued by it to the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawingCompany, the applicable Borrower (if not the Company) and the Agent. Upon written demand by such Issuing Bank Bank, with a copy of such demand to the Agent and the Company, each Lender shall promptly notify Administrative Lender and each other pay to the Agent such Lender. Each 's Ratable Share of such Lender shall, on the first Business Day following such notification, make a outstanding Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make by making available to the Administrative Lender for the account of its Applicable Lending Office to the Agent for the account of such Issuing Bank, by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Credit Advance to be funded by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. In the event Each Lender acknowledges and agrees that any Lender fails its obligation to make available Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the Administrative Lender for the account occurrence and continuance of a Default or reduction or termination of the Issuing Bank the amount of Revolving Credit Commitments, and that each such Advancepayment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Agent shall transfer such funds to such Issuing Bank shall be entitled Bank. Each Lender agrees to recover such amount fund its Ratable Share of an outstanding Revolving Credit Advance on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate Business Day on which demand therefor is made by such Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any Lender shall not have so made the amount of such Revolving Credit Advance available to the Agent, such Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Agent, at the Federal Funds Rate.Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business

Drawing and Reimbursement. The payment by the any Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without draft. Upon written demand by any requirement for compliance Issuing Bank, with a copy of such demand to the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any Administrative Agent, each Revolving Credit Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Revolving Credit Lender, such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Administrative Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment, and all parties hereto acknowledge and agree that the obligations of such other Revolving Credit Lenders to purchase outstanding Letter of Credit Advances is not - reimbursed absolute and unconditional under all circumstances, and shall be enforceable notwithstanding the occurrence of any Default or Event of Default, the termination of the Revolving Credit Commitments or any other circumstances. Each Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Borrower by applicable Issuing Bank, provided that notice of such demand is given not later than 11:00 a.m. A.M. (Dallas New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such drawing, the time. Upon any such assignment by an Issuing Bank shall promptly notify Administrative to any Revolving Credit Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make of a Revolving portion of a Letter of Credit Advance, which shall bear such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest at the Base Rate Basisbeing assigned by it, free and shall be used to repay the applicable portion clear of the Issuing Bank's Advance any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make Letter of Credit Advance available to the Administrative Agent, or if an Issuing Bank must disgorge or return any amounts paid by the Borrower in respect thereof, such Revolving Credit Lender agrees to pay to the Administrative Agent for the account of such Issuing Bank forthwith on demand such amount together with interest thereon, for each day from the date of demand by such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the amount of as applicable. If such Advance. In the event that any Lender fails to make available shall pay to the Administrative Lender Agent such amount for the account of the such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by such Advance, the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The (i) Each payment by the an Issuing Bank of a draft ------------------------- drawn included in Drawing Documents presented to it under any a Letter of Credit shall constitute be a Revolving Credit Advance made by it (or, if an Event of Default under Section 6.01(f) has occurred, shall be treated for all purposes hereof as though it were a Revolving Credit Advance made by it) and is referred to herein as a "Letter of this Agreement the making by the Credit Advance". (ii) Each Issuing Bank shall give to the Borrower and the Agent a notice of its receipt of Drawing Documents and a further notice (an Revolving "Issuing Bank's Notice") promptly after such Issuing Bank determines to make a Letter of Credit Advance, which shall bear interest at the Base Rate Basis, in Advance of (A) the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any Letter of Credit is not - reimbursed Advance and (B) the Business Day (the "Letter of Credit Advance Date") on which the Issuing Bank will make such Letter of Credit Advance. Upon receipt by the Agent of an Issuing Bank's Notice, the Agent shall give to the Lenders a notice (an "Agent's Notice") specifying (w) the Letter of Credit Advance Date on which the Lenders shall purchase their respective Pro Rata Shares of such Letter of Credit Advance as provided below, (x) in accordance with clauses (iii) and (iv) below, whether such Letter of Credit Advance shall constitute a Eurodollar Rate Advance or a Base Rate Advance (or, if an Event of Default under Section 6.01(f) has occurred, shall be treated for all purposes hereof as though it were a Eurodollar Rate Advance or a Base Rate Advance) and, if a Eurodollar Rate Advance, the Interest Period therefor and (y) the amount specified in such Issuing Bank's Notice as the amount of such Letter of Credit Advance. Each Lender shall purchase from such Issuing Bank such Lender's Pro Rata Share of such Letter of Credit Advance as of such Letter of Credit Advance Date by making available for the account of its Applicable Lending Office to the Agent for the account of such Issuing Bank, by deposit to the Agent's Account, in same day funds, an amount equal to such Lenders' Pro Rata Share of the amount of such Letter of Credit Advance, and such Issuing Bank shall be deemed to have sold and assigned to each Lender such Lender's Pro Rata Share of such Letter of Credit Advance as of such Letter of Credit Advance Date. Promptly after receipt of such funds, the Agent shall transfer them to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. The Agent shall record each such sale and assignment in the Register. Each Lender agrees to pay for its Pro Rata Share of a Letter of Credit Advance on the related Letter of Credit Advance Date; provided that if an Agent's Notice specifies that such payment is to be made on the date such Agent's Notice is given and such Agent's Notice is given after 11:00 A.M. (New York City time) on such date, each Lender shall make such payment by 11:00 a.m. 10:00 A.M. (Dallas New York City time) on the first Business Day after following such drawing, the Letter of Credit Advance Date. Upon any such assignment by an Issuing Bank shall promptly notify Administrative to any Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make of a Revolving portion of a Letter of Credit Advance, which shall bear such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest at the Base Rate Basisbeing assigned by it, free and shall be used to repay the applicable portion clear of the Issuing Bank's Advance any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents or the Borrower. If and to the extent that any Lender shall not have so made its Pro Rata Share of the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make Letter of Credit Advance available to the Administrative Agent on such Letter of Credit Advance Date, such Lender agrees to pay to the Agent forthwith on demand and for the account of the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the amount of such Advance. In the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal thereon, for each day from such Letter of Credit Advance Date until the date such amount is paid to the lesser of (i) the Highest Lawful Rate or (ii) Agent, at the Federal Funds Rate.

Drawing and Reimbursement. The payment by (i) Upon receipt from the Issuing Bank beneficiary of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank any notice of an Revolving Credit Advance, which shall bear interest at the Base Rate Basis, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any Letter of Credit is not - reimbursed by the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, the applicable Issuing Bank shall notify the Borrower and the Administrative Agent thereof. If the Borrower is notified of such drawing prior to 11:00 a.m. on such date, then not later than 1:00 p.m. on the date of any payment by such Issuing Bank under a Letter of Credit (or 1:00 p.m. on the next succeeding Business Day, if the Borrower is not notified of such drawing prior to 11:00 a.m. on such day) (each such date, an “Honor Date”), the Borrower shall reimburse such Issuing Bank through the Administrative Agent in an amount equal to the amount of its participation in such drawing for application drawing. If the Borrower fails to so reimburse the such Issuing Bank by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing of the L/C Disbursement (the “Unreimbursed Amount”), and the amount of such Lender’s Pro Rata Share of the Available Amount thereof. In such event, the Borrower shall be deemed to have requested a Base Rate Advance to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02(a) for the principal amount of Base Rate Advances, but without any requirement for compliance with subject to the applicable amount of the unutilized portion of the aggregate Commitments and the conditions set forth in Article 3 hereofSection 3.02 (other than the delivery of a Committed Loan Notice). Any notice given by an Issuing Bank or the Administrative Agent pursuant to this Section 2.03(d)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Lender shall upon any notice pursuant to Section 2.03(d)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable Issuing Bank at the Administrative Agent’s Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(d)(iii), each Lender that so makes funds available shall be deemed to have made a Base Rate Advance to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Issuing Bank. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Base Rate Advance because the conditions set forth in Section 3.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from an Issuing Bank a Letter of Credit Advance in the amount of the Unreimbursed Amount that is not so refinanced, which Letter of Credit Advance shall be due and payable on demand (together with interest) and --------- shall make available bear interest at the rate per annum then applicable to Revolving Credit Advances that are Base Rate Advances (provided that if the Borrower fails to reimburse such Letter of Credit Advance when due pursuant to this clause (iii), then Section 2.07(b) shall apply). In such event, each Lender’s payment to the Administrative Lender Agent for the account of the Issuing Bank pursuant to Section 2.03(d)(ii) shall be deemed payment in respect of its participation in such Letter of Credit Advance and shall constitute an Letter of Credit Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Lender funds its Letter of Credit Advance or Base Rate Advance pursuant to this Section 2.03(d) to reimburse an Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the applicable Issuing Bank. (v) Each Lender’s obligation to make Letter of Credit Advances or Base Rate Advances to reimburse an Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(d), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against an Issuing Bank, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Base Rate Advances pursuant to this Section 2.03(d) is subject to the conditions set forth in Section 3.02 (other than delivery by deposit at the Administrative Lender's officeBorrower of a Committed Loan Notice, in same day funds, Notice of Issuance or a notice of renewal of a Letter of Credit). No such making of a Letter of Credit Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse an Issuing Bank for the amount of such Advance. In the event that any payment made by an Issuing Bank under any Letter of Credit, together with interest as provided herein. (vi) If any Lender fails to make available to the Administrative Lender Agent for the account of the an Issuing Bank any amount required to be paid by such Lender pursuant to the amount foregoing provisions of this Section 2.03(d) by the time specified in Section 2.03(d)(ii), then, without limiting the other provisions of this Agreement, such Advance, the Issuing Bank shall be entitled to recover such amount on demand from such Lender together (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Issuing Bank at a rate per annum equal to the lesser greater of (i) the Highest Lawful Rate or (ii) the Federal Funds RateRate and a rate determined by such Issuing Bank in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such Issuing Bank in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Advance included in the relevant Base Rate Advance or Letter of Credit Advance in respect of the relevant Letter of Credit Advance, as the case may be. A certificate of an Issuing Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error. The failure of any Lender to make available to the Administrative Agent for the account of an Issuing Bank any amount required to be paid by such Lender on the date specified in this Section 2.03(d) shall not relieve any other Lender of its obligation hereunder to make its Letter of Credit Advance or Base Rate Advance, as applicable, on such date, but no Lender shall be responsible for the failure of any other Lender to make the Letter of Credit Advance or Base Rate Advance, as applicable, to be made by such other Lender on such date.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof)draft. In the event that a of any drawing under any a Letter of Credit is not - reimbursed by the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawingCredit, the Issuing Bank shall promptly notify Administrative the Agent, and the Agent shall promptly notify each Working Capital Lender and each other Lender. Each such Working Capital Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of purchase from the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse and the Issuing Bank (but without any requirement shall sell and assign to each such Working Capital Lender, such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available account of its Applicable Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Agent shall transfer such funds to the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which notice of the drawing under the related Letter of Credit is given by the Issuing Bank, provided such notice is given not later than 1:00 P.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if such notice is given after such time. Upon any such assignment by the Issuing Bank to any other Working Capital Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making of a Revolving Advance by the Issuing Bank of an Revolving Credit Advance, which shall bear bearing interest at the Base Rate Basis, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof)draft. In the event that of a drawing payment of any draft drawn under any Letter of Credit is not - reimbursed issued by the Borrower by 11:00 a.m. (Dallas time) on Issuing Bank, each other Revolving Lender shall be deemed to have purchased from the first Business Day after such drawingIssuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each such other Revolving Lender. Each , such Lender shall, on the first Business Day following other Revolving Lender's Revolving Commitment Pro Rata Share of such notification, make a outstanding Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion Advance as of the Issuing Bank's Advance with respect to date of such Letter of Creditpurchase, in an amount equal to by making available for the amount account of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available Applicable Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such AdvanceRevolving Advance to be purchased by such Revolving Lender. In Each Borrower hereby consents to each such sale and assignment. Each Revolving Lender agrees to purchase its Pro Rata Share of an outstanding Revolving Advance on (i) the event that Business Day on which demand therefor is made by the Issuing Bank, PROVIDED notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any Lender fails to make available to the Administrative Lender for the account of such assignment by the Issuing Bank the amount to any other Revolving Lender of a portion of such Revolving Advance, the Issuing Bank represents and warrants to such other Revolving Lender that it is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Revolving Advance, the Loan Documents or the Borrower for the account of which such Letter of Credit was issued. If and to the extent that any Revolving Lender shall be entitled not have so made the amount of its interest in such Revolving Advance available to recover the Administrative Agent, such Revolving Lender agrees to pay to the Administrative Agent forthwith on demand such amount on demand from such Lender together with interest thereon at a rate per annum equal thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the lesser of (i) the Highest Lawful Rate or (ii) Administrative Agent, at the Federal Funds Rate. On the last day of each month, the Issuing Bank shall notify each Revolving Lender of its Pro Rata Share of the Revolving Advances made by the Issuing Bank during the preceding month pursuant to this Section 2.3(b) and shall pay to each such Revolving Lender in respect of the amount of any funded participations of such Revolving Lender in such Revolving Advances outstanding at any time during the preceding month, an amount equal to such Revolving Lender's Pro Rata Share of the interest payable on such Revolving Advances only to the extent that such amounts shall have been paid to the Issuing Bank by the Borrowers.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof)draft. In the event that a drawing under any Letter of Credit is not - reimbursed Upon demand by the Borrower by 11:00 a.m. (Dallas time) on Issuing Bank, with a copy of such demand to the first Business Day after such drawingAdministrative Agent, each of the Lenders shall purchase from the Issuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each other Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of the Issuing BankLenders, such Lender's Advance with respect to such Pro Rata Share of each of the outstanding Letter of Credit, in an amount equal Credit Advances owing to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement as of the date of such demand, by making available for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available account of its Applicable Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at the Administrative LenderAgent's officeAccount, in same day funds, the an amount equal to its Pro Rata Share of each such outstanding Letter of Credit Advance. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Issuing Bank at its Applicable Lending Office. Each of the Lenders hereby agrees to purchase its Pro Rata Share of each outstanding Letter of Credit Advance owing to the Issuing Bank for which a demand for the purchase thereof has been made on (A) the Business Day on which demand therefor is made by the Issuing Bank so long as notice of such demand is given not later than 2:00 P.M. (Charlotte, North Carolina time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Issuing Bank to any of the Lenders of a portion of a Letter of Credit Advance owing to the Issuing Bank, the Issuing Bank represents and warrants to such Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any adverse claim, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, any of the Loan Documents or any of the Loan Parties. In If and to the event extent that any Lender fails to make of the Lenders shall not have so made its Pro Rata Share of any applicable Letter of Credit Advance available to the Administrative Agent in accordance with the foregoing provisions of this subsection (c)(i), such Lender hereby agrees to pay to the Administrative Agent forthwith on demand the amount of its Pro Rata Share of such Letter of Credit Advance, together with all accrued and unpaid interest thereon, for each day from the date of demand therefor by the Issuing Bank until the date on which such amount is paid to the Administrative Agent, at the Federal Funds Rate. If any of the Lenders shall pay to the Administrative Agent the amount of its Pro Rata Share of any applicable Letter of Credit Advance for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for all purposes of this Agreement, and the outstanding principal amount of such Advance, the applicable Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal Business Day. The Obligation of each of the Lenders to purchase their respective Pro Rata Shares of each outstanding Letter of Credit Advance owing to the lesser of Issuing Bank upon demand for the purchase thereof pursuant to clause (i) of this Section 2.03(c) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the Highest Lawful Rate terms thereof under all circumstances, including, without limitation, the following circumstances: any lack of validity or enforceability of any of the Loan Documents, any of the Letter of Credit Agreements, any of the Letters of Credit or any of the other agreements or instruments relating thereto (ii) collectively, the Federal Funds Rate"L/C Related Documents"); the existence of any claim, setoff, defense or other right that such Lender may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Issuing Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the L/C Related Documents or any unrelated transaction; the occurrence and continuance of any Default; or any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Drawing and Reimbursement. The payment by Borrower agrees to reimburse the Issuing L/C Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving Credit Advance, which shall bear interest at the Base Rate Basis, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any Letter of Credit is not - reimbursed by the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount within one Business Day after it has notice of its participation in any L/C Advance by such drawing for application to reimburse the Issuing L/C Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available to the Administrative Lender thereunder, for the account of the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the principal amount of such L/C Advance. In , and shall pay to such L/C Bank, on demand, interest on the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount unreimbursed principal of such Advance, the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon L/C Advance at a rate per annum equal to (a) from the lesser date of such L/C Advance to the first Business Day after notice thereof has been given to the Borrower, the rate applicable to Base Rate Advances in effect from time to time, and (ib) from and after such first Business Day, the Default Rate. If the Borrower shall fail to so reimburse the L/C Bank within one Business Day after the Borrower receives notice that any such L/C Advance has been made, then upon demand by the L/C Bank, and whether or not a Default has occurred and is continuing or any conditions set forth in Section 4.02 are satisfied, each Lender shall purchase from such L/C Bank, and such L/C Bank shall sell and assign to each Lender, such Lender’s Pro Rata Share of such outstanding L/C Advance as of the date of such purchase, by making available for the account of such L/C Bank, by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such L/C Advance to be purchased by such Lender. Each Lender agrees to purchase its Pro Rata Share of an outstanding L/C Advance on (A) the Highest Lawful Rate Business Day on which demand therefor is made by the L/C Bank which made such L/C Advance, provided notice of such demand is given not later than 12:00 noon (Los Angeles, California time) on such Business Day, or (iiB) the Federal Funds Ratefirst Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by an L/C Bank to any Lender of a portion of an L/C Advance, such L/C Bank represents and warrants to such Lender that such L/C Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such L/C Advance, the Loan Documents or any Loan Party.

Drawing and Reimbursement. (i) The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof)draft. In the event that a drawing under any Letter of Credit is not - reimbursed Upon demand by the Borrower by 11:00 a.m. (Dallas time) on Issuing Bank, with a copy of such demand to the first Business Day after such drawingAdministrative Agent, each of the Revolving Credit Lenders shall purchase from the Issuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each other Lender. Each such Lender shall, on of the first Business Day following such notification, make a Revolving Credit AdvanceLenders, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion such Revolving Credit Lender's Pro Rata Share of each of the Issuing Bank's Advance with respect to such outstanding Letter of Credit, in an amount equal Credit Advances owing to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement as of the date of such demand, by making available for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available account of its Applicable Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at the Administrative LenderAgent's officeAccount, in same day funds, the an amount equal to its Pro Rata Share of each such outstanding Letter of Credit Advance. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Issuing Bank at its Applicable Lending Office. Each of the Revolving Credit Lenders hereby agrees to purchase its Pro Rata Share of each outstanding Letter of Credit Advance owing to the Issuing Bank for which a demand for the purchase thereof has been made on (A) the Business Day on which demand therefor is made by the Issuing Bank so long as notice of such demand is given not later than 2:00 P.M. (Charlotte, North Carolina time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Issuing Bank to any of the Revolving Credit Lenders of a portion of a Letter of Credit Advance owing to the Issuing Bank, the Issuing Bank represents and warrants to such Revolving Credit Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any adverse claim, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, any of the Loan Documents or any of the Loan Parties. In If and to the event extent that any Lender fails to make of the Revolving Credit Lenders shall not have so made its Pro Rata Share of any applicable Letter of Credit Advance available to the Administrative Agent in accordance with the foregoing provisions of this subsection (c)(i), such Revolving Credit Lender hereby agrees to pay to the Administrative Agent forthwith on demand the amount of its Pro Rata Share of such Letter of Credit Advance, together with all accrued and unpaid interest thereon, for each day from the date of demand therefor by the Issuing Bank until the date on which such amount is paid to the Administrative Agent, at the Federal Funds Rate. If any of the Revolving Credit Lenders shall pay to the Administrative Agent the amount of its Pro Rata Share of any applicable Letter of Credit Advance for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Revolving Credit Lender on such Business Day for all purposes of this Agreement, and the outstanding principal amount of such Advance, the applicable Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal Business Day. (ii) The Obligation of each of the Revolving Credit Lenders to purchase their respective Pro Rata Shares of each outstanding Letter of Credit Advance owing to the lesser of Issuing Bank upon demand for the purchase thereof pursuant to clause (i) of this Section 2.03(c) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the Highest Lawful Rate terms thereof under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any of the Loan Documents, any of the Letter of Credit Agreements, any of the Letters of Credit or any of the other agreements or instruments relating thereto (iicollectively, the "L/C RELATED DOCUMENTS"); (B) the Federal Funds Rateexistence of any claim, setoff, defense or other right that such Revolving Credit Lender may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Issuing Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the L/C Related Documents or any unrelated transaction; (C) the occurrence and continuance of any Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Drawing and Reimbursement. The payment by the Issuing Bank of a ------------------------- draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, Advance which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance with draft. The Borrower, the conditions set forth Administrative Agent and each Revolving Lender hereby acknowledges and agrees that Letter of Credit Advances may be made, or deemed made, by the Issuing Bank in Article ------- 3 hereof). In the event that a drawing under respect of any Letter of Credit is not - reimbursed and to participate in all Letter of Credit Advances made hereunder as provided herein. Upon written demand by the Borrower by 11:00 a.m. (Dallas time) on Issuing Bank, with a copy of such demand to the first Business Day after such drawingAdministrative Agent, each Revolving Lender shall purchase from the Issuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each other such Revolving Lender. Each , such Lender shall, on the first Business Day following Lender's Pro Rata Share of such notification, make a Revolving outstanding Letter of Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion Advance as of the Issuing Bank's Advance with respect to date of such Letter of Creditpurchase, in an amount equal to by making available (for the amount account of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereofApplicable Lending Office) and --------- shall make available to the Administrative Lender Agent (for the account of the Issuing Bank), by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank; provided that notice -------- of such demand is given not later than 11:00 A.M. (Eastern Standard Time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Revolving Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof)draft. In the event that a drawing under any Letter of Credit is not - reimbursed Upon demand by the Borrower by 11:00 a.m. (Dallas time) on Issuing Bank, each other Lender shall purchase from the first Business Day after such drawingIssuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each such other Lender. Each , such Lender shall, on the first Business Day following other Lender's Pro Rata Share of such notification, make a Revolving outstanding Letter of Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion Advance as of the Issuing Bank's Advance with respect to date of such Letter of Creditpurchase, in an amount equal to by making available for the amount account of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available Applicable Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Each Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank; provided that notice of such demand is given not later than 12:00 noon (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount, together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank Bank, such amount so paid in respect of principal shall constitute a Letter of Credit Advance by such Lender for purposes of this Agreement and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rateamount.

Drawing and Reimbursement. The payment by Borrower agrees to reimburse ------------------------- the Issuing L/C Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving Credit Advance, which shall bear interest at the Base Rate Basis, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any Letter of Credit is not - reimbursed by the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount within one Business Day after it has notice of its participation in any L/C Advance by such drawing for application to reimburse the Issuing L/C Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available to the Administrative Lender thereunder, for the account of the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the principal amount of such L/C Advance. In , and shall pay to such L/C Bank, on demand, interest on the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount unreimbursed principal of such Advance, the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon L/C Advance at a rate per annum equal to (a) from the lesser date of such L/C Advance to the first Business Day after notice thereof has been given to the Borrower, the rate applicable to Base Rate Advances in effect from time to time, and (ib) from and after such first Business Day, the Default Rate. If the Borrower shall fail to so reimburse the L/C Bank within one Business Day after the Borrower receives notice that any such L/C Advance has been made, then upon demand by the L/C Bank, and whether or not a Default has occurred and is continuing or any conditions set forth in Section 4.02 are satisfied, each Lender shall purchase from such L/C Bank, and such L/C Bank shall sell and assign to each Lender, such Lender's Pro Rata Share of such outstanding L/C Advance as of the date of such purchase, by making available for the account of such L/C Bank, by deposit to the Administrative Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such L/C Advance to be purchased by such Lender. Each Lender agrees to purchase its Pro Rata Share of an outstanding L/C Advance on (A) the Highest Lawful Rate Business Day on which demand therefor is made by the L/C Bank which made such L/C Advance, provided notice of such demand is given not later than 12:00 noon (Los Angeles, California time) on such Business Day, or (iiB) the Federal Funds Ratefirst Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by an L/C Bank to any Lender of a portion of an L/C Advance, such L/C Bank represents and warrants to such Lender that such L/C Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such L/C Advance, the Loan Documents or any Loan Party.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, Advance which shall bear interest at the Base be a Prime Rate Basis, Advance in the amount of such draft (but without any requirement for compliance with draft. Each of the conditions set forth Borrowers, the Administrative Agent and each Revolving Credit Lender hereby acknowledges and agrees that Letter of Credit Advances may be made, or deemed made, by the Issuing Bank in Article ------- 3 hereof). In the event that a drawing under respect of any Letter of Credit, and each Revolving Credit is not - reimbursed Lender shall participate in all Letter of Credit Advances made hereunder as provided herein. Upon written demand by the Borrower by 11:00 a.m. (Dallas time) on Issuing Bank, with a copy of such demand to the first Business Day after such drawingAdministrative Agent, each Revolving Credit Lender shall purchase from the Issuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each other Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit AdvanceLender, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the Issuing Bank's Advance with respect to date of such Letter of Creditpurchase, in an amount equal to by making available (for the amount account of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereofApplicable Lending Office) and --------- shall make available to the Administrative Lender Agent (for the account of the Issuing Bank), by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrowers hereby agree to each such sale and assignment. Each Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank; PROVIDED that notice of such demand is given not later than 11:00 A.M. (New York time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. In If and to the event extent that any Revolving Credit Lender fails to make shall not have so made its Pro Rata Share of such Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the any Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without draft. Upon written demand by any requirement for compliance Issuing Bank with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent, each Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Lender, such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Administrative Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. Each Borrower hereby agrees to each such sale and assignment. Each Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is not - reimbursed made by the Borrower by Issuing Bank which made such Advance, provided that notice of such demand is given not later than 11:00 a.m. A.M. (Dallas New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such drawing, the time. Upon any such assignment by an Issuing Bank shall promptly notify Administrative to any Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make of a Revolving portion of a Letter of Credit Advance, which shall bear such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest at the Base Rate Basisbeing assigned by it, free and shall be used to repay the applicable portion clear of the Issuing Bank's Advance any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents or any Borrower. If and to the extent that any Lender shall not have so made the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the outstanding principal amount of the Letter of Credit Advance made by such Advance. In the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the an Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the any such Issuing Bank of an a Revolving Credit Advance, which which, in the case of Letters of Credit denominated in Dollars, shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (but without any requirement as defined below) of such Issuing Bank for compliance with a period of five Business Days and thereafter, shall be a Base Rate Advance in the conditions set forth Equivalent in Article ------- 3 hereof)Dollars on such fifth Business Day for the amount of such draft. In the event that a Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit is not - reimbursed issued by it to the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawingCompany, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such Issuing Bank Bank, with a copy of such demand to the Administrative Agent and the Company, each Lender shall promptly notify pay to the Administrative Lender and each other Agent such Lender. Each ’s Ratable Share of such Lender shall, on the first Business Day following such notification, make a outstanding Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make by making available to the Administrative Lender for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit at to the Administrative Lender's officeapplicable Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Advance. In Revolving Credit Advance to be funded by such Lender, provided that the event that Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount of Major Currency until such Advance, the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate.Advance is exchanged for

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof)draft. In the event that a of any drawing under any a Letter of Credit is not - reimbursed by the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawingCredit, the Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Working Capital Lender and each other Lender. Each such Working Capital Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of purchase from the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse and the Issuing Bank (but without any requirement shall sell and assign to each such Working Capital Lender, such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available account of its Applicable Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which notice of the drawing under the related Letter of Credit is given by the Issuing Bank, provided such notice is given not later than 1:00 P.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if such notice is given after such time. Upon any such assignment by the Issuing Bank to any other Working Capital Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a ------------------------- draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof)draft. In the event that a of any drawing under any a Letter of Credit is not - reimbursed by the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawingCredit, the Issuing Bank shall promptly notify Administrative the Agent, and the Agent shall promptly notify each Working Capital Lender and each other Lender. Each such Working Capital Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of purchase from the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse and the Issuing Bank (but without any requirement shall sell and assign to each such Working Capital Lender, such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available account of its Applicable Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Agent shall transfer such funds to the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which notice of the drawing under the related Letter of Credit is given by the Issuing Bank which made such Advance, provided such notice is given not later than 1:00 P.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if such notice is given after such time. Upon any such assignment by the Issuing Bank to any other Working Capital Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. (i) The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof)draft. In the event that a drawing under any Letter of Credit is not - reimbursed Upon demand by the Borrower by 11:00 a.m. (Dallas time) on Issuing Bank, with a copy of such demand to the first Business Day after such drawingAdministrative Agent, each of the Revolving Credit Lenders shall purchase from the Issuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each other Lender. Each such Lender shall, on of the first Business Day following such notification, make a Revolving Credit AdvanceLenders, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion such Revolving Credit Lender's Pro Rata Share of each of the Issuing Bank's Advance with respect to such outstanding Letter of Credit, in an amount equal Credit Advances owing to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement as of the date of such demand, by making available for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available account of its Applicable Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at the Administrative LenderAgent's officeAccount, in same day funds, the an amount equal to its Pro Rata Share of each such outstanding Letter of Credit Advance. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Issuing Bank at its Applicable Lending Office. Each of the Revolving Credit Lenders hereby agrees to purchase its Pro Rata Share of each outstanding Letter of Credit Advance owing to the Issuing Bank for which a demand for the purchase thereof has been made on (A) the Business Day on which demand therefor is made by the Issuing Bank so long as notice of such demand is given not later than 2:00 P.M. (Charlotte, North Carolina time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Issuing Bank to any of the Revolving Credit Lenders of a portion of a Letter of Credit Advance owing to the Issuing Bank, the Issuing Bank represents and warrants to such Revolving Credit Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any adverse claim, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, any of the Loan Documents or any of the Loan Parties. In If and to the event extent that any Lender fails to make of the Revolving Credit Lenders shall not have so made its Pro Rata Share of any applicable Letter of Credit Advance available to the Administrative Agent in accordance with the foregoing provisions of this subsection (c)(i), such Revolving Credit Lender hereby agrees to pay to the Administrative Agent forthwith on demand the amount of its Pro Rata Share of such Letter of Credit Advance, together with all accrued and unpaid interest thereon, for each day from the date of demand therefor by the Issuing Bank until the date on which such amount is paid to the Administrative Agent, at the Federal Funds Rate. If any of the Revolving Credit Lenders shall pay to the Administrative Agent the amount of its Pro Rata Share of any applicable Letter of Credit Advance for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Revolving Credit Lender on such Business Day for all purposes of this Agreement, and the outstanding principal amount of such Advance, the applicable Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal Business Day. (ii) The Obligation of each of the Revolving Credit Lenders to purchase their respective Pro Rata Shares of each outstanding Letter of Credit Advance owing to the lesser of Issuing Bank upon demand for the purchase thereof pursuant to clause (i) of this Section 2.03(c) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the Highest Lawful Rate terms thereof under all circumstances, including, without limitation, the following circumstances: (A) any lack of validity or enforceability of any of the Loan Documents, any of the Letter of Credit Agreements, any of the Letters of Credit or any of the other agreements or instruments relating thereto (iicollectively, the "L/C Related Documents"); (B) the Federal Funds Rateexistence of any claim, setoff, defense or other right that such Revolving Credit Lender may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Issuing Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the L/C Related Documents or any unrelated transaction; (C) the occurrence and continuance of any Default; or (D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Drawing and Reimbursement. The payment by the any Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without draft. Upon written demand by any requirement for compliance Issuing Bank with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent, each Revolving Credit Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Revolving Credit Lender, such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Administrative Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The Company hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is not - reimbursed made by the Borrower by Issuing Bank which made such Advance, provided that notice of such demand is given not later than 11:00 a.m. A.M. (Dallas New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such drawing, the time. Upon any such assignment by an Issuing Bank shall promptly notify Administrative to any Revolving Credit Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make of a Revolving portion of a Letter of Credit Advance, which shall bear such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest at the Base Rate Basisbeing assigned by it, free and shall be used to repay the applicable portion clear of the Issuing Bank's Advance any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the outstanding principal amount of the Letter of Credit Advance made by such Advance. In the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the any Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without draft. Upon written demand by any requirement for compliance Issuing Bank with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent, each Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Lender, such Lender’s Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is not - reimbursed made by the Borrower by 11:00 a.m. Issuing Bank which made such Advance, provided notice of such demand is given not later than 12:00 noon (Dallas New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such drawing, the time. Upon any such assignment by an Issuing Bank shall promptly notify Administrative to any other Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make of a Revolving portion of a Letter of Credit Advance, which shall bear such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest at the Base Rate Basisbeing assigned by it, free and shall be used to repay the applicable portion clear of the Issuing Bank's Advance any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents or any Loan Party. If and to the extent that any Lender shall not have so made the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the outstanding principal amount of the Letter of Credit Advance made by such Advance. In the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an a Revolving Credit Advance, which shall bear interest at the applicable Base Rate Basis, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any Letter of Credit is not - reimbursed by the Borrower by 11:00 a.m. A.M. (Dallas time) on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make a an Revolving Credit Advance, which shall bear interest at the applicable Base Rate Basis, and shall be used to repay the applicable portion of the Issuing Bank's Revolving Credit Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available to the Administrative Lender for the account of the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the amount of such Revolving Credit Advance. In the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount of such Revolving Credit Advance, the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate.

Drawing and Reimbursement. The payment by the any Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an a Revolving Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof)draft. In the event that a drawing under any Letter of Credit is not - reimbursed Upon written demand by the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of the Issuing Bank's Advance , with respect to a copy of such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available demand to the Administrative Agent, each US Lender shall pay to the Administrative Agent such Lender’s Pro Rata Share of such outstanding Revolving Advance, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit at to the Administrative Lender's officeAgent, in the Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Advance to be funded by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. Each US Lender agrees to fund its Pro Rata Share of an outstanding Revolving Advance made by an Issuing Bank as a result of a drawing under the Letter of Credit on (A) the Business Day on which demand therefor is made by the Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any US Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Revolving Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the applicable Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Revolving Advance made by the applicable Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the any Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without draft. Upon written demand by any requirement for compliance Issuing Bank with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent, each Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Lender, such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Administrative Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by each Issuing Bank which made such Advance, provided, that notice of such demand is given not - reimbursed by the Borrower by later than 11:00 a.m. A.M. (Dallas New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such drawing, the time. Upon any such assignment by an Issuing Bank shall promptly notify Administrative to any Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make of a Revolving portion of a Letter of Credit Advance, which shall bear such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest at the Base Rate Basisbeing assigned by it, free and shall be used to repay the applicable portion clear of the Issuing Bank's Advance any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents or the Borrower. If and to the extent that any Lender shall not have so made the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the outstanding principal amount of the Letter of Credit Advance made by such Advance. In the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate.Business Day. TODCO - Omnibus Credit Agreement

Drawing and Reimbursement. The payment by the an Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the any such Issuing Bank of an a Revolving Credit Advance, which which, in the case of Letters of Credit denominated in Dollars, shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (but without any requirement as defined below) of such Issuing Bank for compliance with a period of five Business Days and thereafter, shall be a Base Rate Advance in the conditions set forth Equivalent in Article ------- 3 hereof)Dollars on such fifth Business Day for the amount of such draft. In the event that a Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit is not - reimbursed issued by it to the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawingCompany, the applicable Borrower (if not the Company) and the Agent. Upon written demand by such Issuing Bank Bank, with a copy of such demand to the Agent and the Company, each Lender shall promptly notify Administrative Lender and each other pay to the Agent such Lender. Each 's Ratable Share of such Lender shall, on the first Business Day following such notification, make a outstanding Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make by making available to the Administrative Lender for the account of its Applicable Lending Office to the Agent for the account of such Issuing Bank, by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Credit Advance to be funded by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. In the event Each Lender acknowledges and agrees that any Lender fails its obligation to make available Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the Administrative Lender for the account occurrence and continuance of a Default or reduction or termination of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate.Revolving

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof)draft. In the event that a of any drawing under any a Letter of Credit is not - reimbursed by the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawingCredit, the Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Working Capital Lender and the Borrower and each other Lender. Each such Working Capital Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of purchase from the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse and the Issuing Bank (but without any requirement shall sell and assign to each such Working Capital Lender, such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available account of its Applicable Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which notice of the drawing under the related Letter of Credit is given by the Issuing Bank, provided such notice is given not later than 1:00 P.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if such notice is given after such time. Upon any such assignment by the Issuing Bank to any other Working Capital Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the any Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft (but without draft. Upon written demand by any requirement for compliance Issuing Bank with the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent, each Revolving Credit Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Revolving Credit Lender, such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Administrative Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. Each Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is not - reimbursed made by the Borrower by Issuing Bank which made such Advance, provided that notice of such demand is given not later than 11:00 a.m. A.M. (Dallas New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such drawing, the time. Upon any such assignment by an Issuing Bank shall promptly notify Administrative to any Revolving Credit Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make of a Revolving portion of a Letter of Credit Advance, which shall bear such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest at the Base Rate Basisbeing assigned by it, free and shall be used to repay the applicable portion clear of the Issuing Bank's Advance any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the outstanding principal amount of the Letter of Credit Advance made by such Advance. In the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the an Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the any such Issuing Bank of an a Revolving Credit Advance, which which, in the case of Letters of Credit denominated in Dollars, shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (but without any requirement as defined below) of such Issuing Bank for compliance with a period of five Business Days and thereafter, shall be a Base Rate Advance in the conditions set forth Equivalent in Article ------- 3 hereof)Dollars on such fifth Business Day for the amount of such draft. In the event that a Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit is not - reimbursed issued by it to the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawingCompany, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such Issuing Bank Bank, with a copy of such demand to the Administrative Agent and the Company, each Lender shall promptly notify pay to the Administrative Lender and each other Agent such Lender. Each ’s Ratable Share of such Lender shall, on the first Business Day following such notification, make a outstanding Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make by making available to the Administrative Lender for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit at to the Administrative Lender's officeapplicable Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Credit Advance to be funded by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. In the event Each Lender acknowledges and agrees that any Lender fails its obligation to make available Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. Each Lender for the account agrees to fund its Ratable Share of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover such amount an outstanding Revolving Credit Advance on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate Business Day on which demand therefor is made by such Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any Lender shall not have so made the amount of such Revolving Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate.Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any a Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of the Reimbursement Obligation relating to such draft (but without any requirement for compliance with as of the conditions set forth in Article ------- 3 hereof). In the event that a drawing under any date of such Letter of Credit is not - reimbursed Advance as specified by the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Lender and each other Lenderfrom time to time. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of Upon written demand by the Issuing Bank's , with a copy of such demand to the Administrative Agent, each Lender shall make, to the extent of its Commitment, an Advance with respect to such Letter of Credit, in an amount equal to such Lender’s Pro Rata Share of the amount Issuing Bank’s outstanding Letter of Credit Advance as of such date in order to refinance the Issuing Bank’s Letter of Credit Advance, by making available for the account of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available Applicable Lending Office to the Administrative Lender Agent for the account of the Issuing Bank, by deposit at to the Administrative Lender's officeAgent’s Account, in same day immediately available funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be made by such Lender; provided, that, at any time prior to the date on which such written demand is made, the Borrowers shall be permitted to repay the full amount of such payment on same-day notice to the Administrative Agent and the Issuing Bank. Promptly after receipt of such payment, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrowers hereby agree to each Letter of Credit Advance. Each Lender agrees to make its Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank, provided notice of such demand is given not later than 10:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such refinancing by any Lender of a portion of a Letter of Credit Advance made by the Issuing Bank, the Issuing Bank represents and warrants to such Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Document or any Obligor. If and to the extent that any Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. (i) The payment by the any Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by such Issuing Bank of a Letter of Credit Loan. (ii) Upon written demand by the Issuing Bank who issued such Letter of Credit, with a copy of such demand to the Administrative Agent, each other Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such other Lender, such other Lender’s pro rata share of such outstanding Letter of Credit Loan as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Administrative Agent’s Account, in Same Day Funds, an Revolving amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance, which shall bear interest at the Base Rate BasisLoan to be purchased by such Lender (or, in the amount case of a Letter of Credit Loan denominated in an Alternate Currency, the Dollar Equivalent thereof on such draft date). The Company (but for itself and on behalf of each other account party) hereby agrees to each such sale and assignment. (iii) Each Lender’s obligations to make such payments to the Administrative Agent for the account of any Issuing Bank under this paragraph (b), and each Issuing Bank’s right to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the failure of any requirement for compliance with other Lender to make its payment under this paragraph (b), the financial condition of the Company (or any other account party), the existence of any Default, the failure of any of the conditions set forth in Article ------- 3 hereof). In IV to be satisfied, or the event termination of the Commitments; provided, that a drawing under no Lender shall be obligated to make such payments in respect of any Letter of Credit after such Lender’s scheduled Termination Date. Each such payment to an Issuing Bank shall be made without any offset, abatement, withholding or reduction whatsoever. (iv) Each Lender agrees to purchase its pro rata share of an outstanding Letter of Credit Loan on (i) the Business Day on which demand therefor is made by an Issuing Bank, provided notice of such demand is given not - reimbursed by the Borrower by later than 11:00 a.m. A.M. (Dallas New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such drawing, the time. (v) Upon any such assignment by an Issuing Bank shall promptly notify Administrative to any other Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make of a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion of a Letter of Credit Loan, such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the Issuing Bank's Advance legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no SECOND AMENDED AND RESTATED CREDIT AGREEMENT responsibility with respect to such Letter of CreditCredit Loan, in an amount equal the Loan Documents or any party hereto. (vi) If and to the extent that any Lender shall not have so made the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make Loan available to the Administrative Agent, such Lender for the account of the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the amount of such Advance. In the event that any Lender fails agrees to make available pay to the Administrative Lender for the account of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover Agent forthwith on demand such amount on demand from such Lender together with interest thereon at a rate per annum equal thereon, for each day from the date of demand by an Issuing Bank until the date such amount is paid to the lesser of (i) the Highest Lawful Rate or (ii) Administrative Agent, at the Federal Funds Rate. (vii) If such Lender shall pay to the Administrative Agent such amount for the account of an Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Loan made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Loan made by such Issuing Bank shall be reduced by such amount on such Business Day.

Drawing and Reimbursement. The payment by the Issuing Bank Upon receipt of a draft ------------------------- drawn any notice of drawing under any Letter of Credit Credit, the applicable Issuing Bank shall constitute notify the Borrower and the Agent thereof. If such drawing is paid, the applicable Issuing Bank shall apply cash collateral provided for all purposes this purpose with respect to any Defaulting Bank’s, Exercising Bank’s or Non-Extending Bank’s ratable share so long as the requirements of this Agreement Section 2.06(c)(ii) shall continue to be satisfied and the making by Borrower shall either reimburse the Issuing Bank in an amount equal to the remaining amount of an Revolving such drawing or the Issuing Bank may make a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the Dollar Equivalent amount of such draft (or such lesser amount after giving effect to any payments or application of cash collateral referred to above). Upon written demand by any Issuing Bank with an outstanding Letter of Credit Advance, with a copy of such demand to the Agent, each Bank absolutely and unconditionally agrees to purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to such Bank, such Bank’s Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Agent for the account of such Issuing Bank, by deposit to the Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Bank. Promptly after receipt thereof, the Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Bank agrees to so purchase its Pro Rata Share of an outstanding Letter of Credit Advance, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Advances, on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Advance, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time, but without any requirement for compliance with subject to the amount of the Unused Revolving Credit Commitments and the conditions set forth in Article ------- 3 hereof)Section 3.02. In If any Borrowing cannot be made because the event that conditions set forth in Section 3.02 cannot be satisfied or for any other reason, each Bank’s payment to the Agent for the account of such Issuing Bank pursuant to this Section 2.03(c) shall be deemed a drawing under any Letter of Credit is not - reimbursed Advance from such Bank in satisfaction of its participation obligation under this Section 2.03. Upon any such assignment by the Borrower by 11:00 a.m. (Dallas time) on the first Business Day after such drawing, the an Issuing Bank shall promptly notify Administrative Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make to any Bank of a Revolving portion of a Letter of Credit Advance, which shall bear such Issuing Bank represents and warrants to such other Bank that such Issuing Bank is the legal and beneficial owner of such interest at the Base Rate Basisbeing assigned by it, free and shall be used to repay the applicable portion clear of the Issuing Bank's Advance any Liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents or the Borrower. If and to the extent that any Bank shall not have so made its Pro Rata Share of the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make Letter of Credit Advance available to the Administrative Lender Agent, such Bank agrees to pay to the Agent forthwith on demand its Pro Rata Share of such amount together with interest thereon, for each day from the date of demand by such Issuing Bank until the date such Bank pays its Pro Rata Share of such amount to the Agent, at the Federal Funds Rate for its account or the account of Issuing Bank, as applicable. If such Bank shall pay to the Agent its Pro Rata Share of such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Base Rate Advance under the Issuing BankRevolving Credit Facility or a Letter of Credit Advance, as the case may be, made by deposit at such Bank on such Business Day for purposes of this Agreement, and the Administrative Lender's office, in same day funds, the outstanding principal amount of the Letter of Credit Advance made by such Advance. In the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover reduced on such Business Day by such amount on demand from so paid in respect of principal. Each Bank acknowledges and agrees that its obligation to make Base Rate Advance or Letter of Credit Advance, as the case may be, pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the Revolving Credit Commitments, and that each such Lender together with interest thereon at a rate per annum equal payment shall be made without any offset, abatement, withholding or reduction whatsoever. The making of Letter of Credit Advances by the Banks pursuant to this paragraph shall not relieve the lesser Borrower of (i) any default in the Highest Lawful Rate or (ii) the Federal Funds Ratepayment thereof.

Drawing and Reimbursement. The payment by the any Issuing Bank of a ------------------------- draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an Revolving a Letter of Credit Advance, which shall bear interest at the be a Base Rate BasisAdvance, in the amount of such draft. Upon payment by any Issuing Bank of a draft (but without any requirement for compliance with the conditions set forth in Article ------- 3 hereof). In the event that a drawing drawn under any Letter of Credit, such Issuing Bank shall give prompt notice thereof to the Borrower and the Administrative Agent. Upon written demand by any Issuing Bank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent, each Working Capital Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Working Capital Lender, such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Administrative Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is not - reimbursed made by the Borrower by Issuing Bank which made such Advance, provided notice of such demand is given not later than 11:00 a.m. A.M. (Dallas New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such drawing, the time. Upon any such assignment by an Issuing Bank shall promptly notify Administrative to any other Working Capital Lender and each other Lender. Each such Lender shall, on the first Business Day following such notification, make of a Revolving portion of a Letter of Credit Advance, which shall bear such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest at the Base Rate Basisbeing assigned by it, free and shall be used to repay the applicable portion clear of the Issuing Bank's Advance any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make Letter of Credit Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If any Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the Issuing Bank, by deposit at the Administrative Lender's office, in same day funds, the outstanding principal amount of the Letter of Credit Advance made by such Advance. In the event that any Lender fails to make available to the Administrative Lender for the account of the Issuing Bank the amount of such Advance, the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit Credit, including, without limitation, under any Existing Letter of Credit, shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Revolving a Letter of Credit Advance, Advance which shall bear interest at the Base be a Prime Rate BasisAdvance, in the amount of such draft (but without any requirement for compliance with draft. Each of the conditions set forth in Article ------- 3 hereof). In Borrower, the event Administrative Agent and each Revolving Credit Lender hereby acknowledges and agrees that a drawing under any Letter of Credit is not - reimbursed Advances may be made, or deemed made, by the Borrower Issuing Bank in respect of Existing Letters of Credit or any other Letter of Credit and to participate in all Letter of Credit Advances made hereunder as provided herein. Upon written demand by 11:00 a.m. (Dallas time) on the first Business Day after Issuing Bank, with a copy of such drawingdemand to the Administrative Agent, each Revolving Credit Lender shall purchase from the Issuing Bank, and the Issuing Bank shall promptly notify Administrative Lender sell and assign to each other Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance, which shall bear interest at the Base Rate Basis, and shall be used to repay the applicable portion Lender such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the Issuing Bank's Advance with respect to date of such Letter of Creditpurchase, in an amount equal to by making available (for the amount account of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereofApplicable Lending Office) and --------- shall make available to the Administrative Lender Agent (for the account of the Issuing Bank), by deposit at to the Administrative LenderAgent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank, provided notice of such demand is given not later than 11:00 A.M. (Buffalo, New York time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents, the Borrower or any other Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Advance. In the event that any Lender fails to make Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Advance, the Letter of Credit Advance made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.