Common use of Draws Under Letters of Credit Clause in Contracts

Draws Under Letters of Credit. (a) At such time as the Agent shall be notified by the Issuing Bank that the beneficiary under any Letter of Credit has drawn on the same, the Agent shall promptly notify the Borrower and each Bank, by telephone or telecopy, of the amount of the draw and, in the case of each Bank, such Bank's portion of such draw amount as calculated in accordance with its Commitment Percentage. (b) The Borrower hereby agrees to immediately reimburse the Issuing Bank for amounts paid by such Issuing Bank in respect of draws under a Letter of Credit. In order to facilitate such repayment, the Borrower hereby irrevocably requests the Banks, and the Banks hereby severally agree, on the terms and conditions of this Agreement (other than as provided in ARTICLE II hereof with respect to the amounts of, the timing of requests for, and the repayment of Loans hereunder and in ARTICLE IV hereof with respect to conditions precedent to Loans hereunder), with respect to any drawing under a Letter of Credit prior to the occurrence of an event described in SECTION 9.1(J) hereof, to make a Base Rate Loan to the Borrower on each day on which a draw is made under a Letter of Credit and in the amount of such draw, and to pay the proceeds of such Loan directly to the Issuing Bank to reimburse the Issuing Bank for the amount paid by it upon such draw. The Borrower agrees to deliver to the Agent a Loan Request requesting the making of such Base Rate Loan on the day of any such draw; provided, however, that the failure of the Borrower to deliver such Loan Request shall not effect the validity of any Base Rate Loan made hereunder. Each Bank shall fund its share of such Base Rate Loan by paying its portion of such Loan to the Agent in accordance with SECTION 2.3(E) hereof and its Commitment Percentage, without reduction for any set-off or counterclaim of any nature whatsoever and regardless of whether any Incipient Default or Event of Default (other than with respect to an event described in SECTION 2.3(E) hereof) then exists or would be caused thereby. If at any time that any Letters of Credit are outstanding, any of the events described in SECTION 9.1(J) shall have occurred, then each Bank shall, automatically upon the occurrence of any such event and without any action on the part of the Issuing Bank, the Borrower, the Agent or the Banks, be deemed to have purchased an undivided participation in the face amount of all Letters of Credit then outstanding in an amount equal to such Bank's Commitment Percentage, and each Bank shall, notwithstanding the occurrence of such event, upon a drawing under any Letter of Credit, immediately pay to the Agent for the account of the Issuing Bank, in immediately available funds, the amount of such Bank's participation, and the Issuing Bank shall deliver to such Bank a loan participation certificate dated the date of the occurrence of such event and in the amount of such Bank's Commitment Percentage. The disbursement of funds in connection with a draw under a Letter of Credit pursuant to this SECTION 3.2 shall be subject to the terms and conditions of SECTION 2.3(E) hereof. The obligations of each Bank to make payments to the Agent, for the account of the Issuing Bank, in accordance with this SECTION 3.2 shall be absolute and unconditional, and no Bank shall be relieved of its obligations to make such payments by reason of noncompliance by any other Person with the terms of the Letter of Credit or for any other reason. The Agent shall promptly remit to the Issuing Bank the amounts so received from the other Banks. Any overdue amounts payable by the Banks to the Issuing Bank in respect of a draw under any Letter of Credit shall bear interest, payable on demand, (x) for the first two (2) Banking Days, at the rate on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day by the Federal Reserve Bank of New York, and (y) thereafter, at the Base Rate. (c) The Borrower agrees that each Loan made by the Banks to reimburse the Issuing Bank for draws under any Letter of Credit shall, for all purposes hereunder, be deemed to be a Base Rate Loan and shall be payable and bear interest in accordance with all other Base Rate

Draws Under Letters of Credit. (a) At such time as the Agent shall be notified by the Issuing Bank that the beneficiary Upon ----------------------------- presentation of a Draft under any Letter of Credit has drawn on by the samebeneficiary thereof, the Agent Bank shall promptly notify the Borrower and each Bank, Company of the receipt thereof ("Draft Notice") not later than one Banking Day prior to the date on which the Bank intends to honor such Draft. The Draft Notice may be given by telephone or telecopy, . Failure to give the Draft Notice or to give the Draft Notice in a timely manner shall not in any way affect or limit the payment obligation of the amount Company hereunder. Upon receipt of the draw andDraft Notice, the Company shall make or cause to be made an irrevocable deposit with the Bank not later than 1:00 p.m., Indianapolis time, one (1) Banking Day prior to the day on which the Draft is to be honored, in an amount equal to the case full amount which is to be paid under such Draft, in good and collected funds (the "Reimbursement ------------- Amount"), specifying that it is depositing such money for the ------ sole purpose of each Bank, such Bank's portion funding the payment of such draw amount as calculated Draft. In determining whether to honor any Draft, the Bank shall be responsible only to determine that the documents and certificates required to be delivered with such Draft under the appropriate Letter of Credit have been delivered and that on their faces they are in accordance substantial compliance with its Commitment Percentage. (b) The Borrower hereby agrees to immediately reimburse the Issuing Bank for amounts paid by such Issuing Bank in respect requirements of draws under a that Letter of Credit. In order to facilitate such repaymentthe event of any conflict between the terms of any Reimbursement Agreement and the terms of this Agreement, the Borrower hereby irrevocably requests the Banks, and the Banks hereby severally agree, on the terms and conditions of this Agreement (other than as provided in ARTICLE II hereof with respect to the amounts of, the timing of requests for, shall control; and the repayment terms of Loans hereunder and in ARTICLE IV hereof with respect to conditions precedent to Loans hereunder), with respect to any drawing under a Letter of Credit prior to the occurrence of an event described in SECTION 9.1(J) hereof, to make a Base Rate Loan to the Borrower on each day on which a draw is made under a Letter of Credit and in the amount of such draw, and to pay the proceeds of such Loan directly to the Issuing Bank to reimburse the Issuing Bank for the amount paid by it upon such draw. The Borrower agrees to deliver to the Agent a Loan Request requesting the making of such Base Rate Loan on the day of any such draw; provided, however, that the failure of the Borrower to deliver such Loan Request Reimbursement Agreement shall not effect the validity of any Base Rate Loan made hereunder. Each Bank shall fund its share of such Base Rate Loan by paying its portion of such Loan to the Agent in accordance with SECTION 2.3(E) hereof and its Commitment Percentage, without reduction for any set-off or counterclaim of any nature whatsoever and regardless of whether any Incipient Default or Event of Default (other than with respect to an event described in SECTION 2.3(E) hereof) then exists or would be caused thereby. If at any time that any Letters of Credit are outstanding, any of the events described in SECTION 9.1(J) shall have occurred, then each Bank shall, automatically upon the occurrence of any such event and without any action on the part of the Issuing Bank, the Borrower, the Agent or the Banks, be deemed to have purchased an undivided participation be in the face amount of all Letters of Credit then outstanding in an amount equal to such Bank's Commitment Percentage, and each Bank shall, notwithstanding the occurrence of such event, upon a drawing under any Letter of Credit, immediately pay to the Agent for the account of the Issuing Bank, in immediately available funds, the amount of such Bank's participation, and the Issuing Bank shall deliver to such Bank a loan participation certificate dated the date of the occurrence of such event and in the amount of such Bank's Commitment Percentage. The disbursement of funds in connection with a draw under a Letter of Credit pursuant to this SECTION 3.2 shall be subject to the terms and conditions of SECTION 2.3(E) hereof. The obligations of each Bank to make payments to the Agent, for the account of the Issuing Bank, in accordance with this SECTION 3.2 shall be absolute and unconditional, and no Bank shall be relieved of its obligations to make such payments by reason of noncompliance by any other Person conflict with the terms of the Letter of Credit or for any other reason. The Agent shall promptly remit to the Issuing Bank the amounts so received from the other Banks. Any overdue amounts payable this Agreement solely by the Banks to the Issuing Bank in respect of a draw under any Letter of Credit shall bear interest, payable on demand, (x) for the first two (2) Banking Days, at the rate on overnight Federal funds transactions with members reason of the Federal Reserve System arranged fact that it addresses one or more subject matters that are addressed by Federal funds brokers, as published for such day by the Federal Reserve Bank of New York, this Agreement and (y) thereafter, at the Base Ratecontains provisions that are different from those set forth in this Agreement. (c) The Borrower agrees that each Loan made by the Banks to reimburse the Issuing Bank for draws under any Letter of Credit shall, for all purposes hereunder, be deemed to be a Base Rate Loan and shall be payable and bear interest in accordance with all other Base Rate

Draws Under Letters of Credit. (a) At such time as the Upon receipt of any draw against a Letter of Credit, Agent shall promptly notify Borrower of the amount of such draw and the date for payment of such draw. The Borrower hereby agrees to deposit with Agent, on the first Business Day subsequent to such notice, funds sufficient to pay all Letter of Credit Obligations with respect to such draws. So long as all of the conditions set forth in Sections 2.4 and 7 hereof are complied with, Borrower shall be notified by entitled to fund such deposit with proceeds of an Advance requested in accordance with Section 2.4 hereof. In the Issuing Bank event that sufficient funds are not deposited with Agent on or before the beneficiary date for payment of a draw, Agent shall so notify Banks and, immediately upon Agent's payment under any Letter of Credit has drawn on and for all purposes of this Agreement and the sameDocuments, the Agent shall promptly notify the Borrower and each Bank, by telephone or telecopy, of the amount of the draw and, in the case of each Bank, such Bank's portion paid as a result of such draw amount as calculated draw: (i) shall constitute an Advance made by Banks in accordance with its Commitment Percentagethe Percentages in effect on such date, whether or not the Borrower is then entitled to request Advances under this Agreement or is in default hereunder or otherwise (and the Borrower shall not be entitled to refuse any such Advance); (ii) shall be evidenced by the Notes evidencing the Advances; (iii) shall bear interest at the Default Rate applicable to Prime-based Advances until repaid; and (iv) shall be due and payable on demand. (b) The Borrower hereby agrees to immediately reimburse the Issuing Bank for Any amounts so paid by such Issuing Bank in respect of draws under a Letter of Credit. In order to facilitate such repayment, the Borrower hereby irrevocably requests the Banks, and the Banks hereby severally agree, on the terms and conditions of this Agreement (other than as provided in ARTICLE II hereof with respect to the amounts of, the timing of requests for, and the repayment of Loans hereunder and in ARTICLE IV hereof with respect to conditions precedent to Loans hereunder), with respect to any drawing under a Letter of Credit prior to the occurrence of an event described in SECTION 9.1(J) hereof, to make a Base Rate Loan to the Borrower on each day on which a draw is made under a Letter of Credit and in the amount of such draw, and to pay the proceeds of such Loan directly to the Issuing Bank to reimburse the Issuing Bank for the amount paid by it upon such draw. The Borrower agrees to deliver to the Agent a Loan Request requesting the making of such Base Rate Loan on the day of any such draw; provided, however, that the failure of the Borrower to deliver such Loan Request shall not effect the validity of any Base Rate Loan made hereunder. Each Bank shall fund its share of such Base Rate Loan by paying its portion of such Loan to the Agent in accordance with SECTION 2.3(E) hereof and its Commitment Percentage, without reduction for any set-off or counterclaim of any nature whatsoever and regardless of whether any Incipient Default or Event of Default (other than with respect to an event described in SECTION 2.3(E) hereof) then exists or would be caused thereby. If at any time that any Letters of Credit are outstanding, any of the events described in SECTION 9.1(J) shall have occurred, then each Bank shall, automatically upon the occurrence of any such event and without any action on the part of the Issuing Bank, the Borrower, the Agent or the Banks, be deemed to have purchased an undivided participation in the face amount of all Letters of Credit then outstanding in an amount equal to such Bank's Commitment Percentage, and each Bank shall, notwithstanding the occurrence of such event, upon a drawing under any Letter of Credit, immediately pay to the Agent for the account of the Issuing Bank, in immediately available funds, the amount of such Bank's participation, and the Issuing Bank shall deliver to such Bank a loan participation certificate dated the date of the occurrence of such event and in the amount of such Bank's Commitment Percentage. The disbursement of funds in connection with a draw under a Letter of Credit pursuant to this SECTION 3.2 shall be subject to the terms and conditions of SECTION 2.3(E) hereof. The obligations of each Bank to make payments to the Agent, for the account of the Issuing Bank, in accordance with this SECTION 3.2 shall be absolute and unconditional, and no Bank shall be relieved of its obligations to make such payments by reason of noncompliance by any other Person with the terms of the Letter of Credit or for any other reason. The Agent shall promptly remit to the Issuing Bank the amounts so received from the other Banks. Any overdue amounts payable by the Banks to the Issuing Bank in respect of a draw under draft against any Letter of Credit (regardless of whether it is considered to be an Advance), with interest thereon as aforesaid, shall bear interest, payable on demand, (x) be considered to be an Advance for all purposes of this Agreement and the first two (2) Banking Days, at the rate on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day by the Federal Reserve Bank of New YorkDocuments, and (y) thereafter, at shall be covered thereby to the Base Ratefull extent thereof. (c) The Borrower agrees In the event that each Loan made by the Banks B▇▇▇▇▇▇▇ fails to reimburse the Issuing Bank for draws under any deposit with Agent funds sufficient to pay Letter of Credit shallObligations with respect to any draw (whether through an Advance requested pursuant to Section 2.4 or otherwise) on a timely basis, for all purposes from the date of Agent's payment on such draw until such Letter of Credit Obligations resulting from such draw shall have been paid, Borrower shall not be entitled to request or receive any direct Advance under Notes or to request or receive any other Advances or the issuance of Letters of Credit hereunder, be deemed to be a Base Rate Loan and shall be payable and bear interest in accordance with all other Base Rate.

Draws Under Letters of Credit. (a) At such time as the Upon receipt of any draw against a Letter of Credit, Agent shall promptly notify TAG of the amount of such draw and the date for payment of such draw. TAG hereby agrees to deposit with Agent, on the first Business Day subsequent to such notice, funds sufficient to pay all Letter of Credit Obligations with respect to such draws. So long as all of the conditions set forth in Sections 2.8, 8.2 and 8.3 hereof are complied with, TAG shall be notified by entitled to fund such deposit with proceeds of an Advance requested in accordance with Section 2.8 -27- 36 hereof. In the Issuing Bank event that sufficient funds are not deposited with Agent on or before the beneficiary date for payment of a draw, Agent shall so notify Banks and, immediately upon Agent's payment under any Letter of Credit has drawn on and for all purposes of this Agreement and the sameDocuments, the Agent shall promptly notify the Borrower and each Bank, by telephone or telecopy, of the amount of the draw and, in the case of each Bank, such Bank's portion paid as a result of such draw amount as calculated draw: (i) shall constitute a Revolving Loan made by Banks in accordance with its Commitment Percentagethe Percentages in effect on such date, whether or not TAG is then entitled to request Advances under this Agreement or is in default hereunder or otherwise (and TAG shall not be entitled to refuse any such Advance); (ii) shall be evidenced by the Notes evidencing the Revolving Loans; (iii) shall bear interest at the Default Rate applicable to Prime-based Loans which are Revolving Loans until repaid; and (iv) shall be due and payable on demand. (b) The Borrower hereby agrees to immediately reimburse the Issuing Bank for Any amounts so paid by such Issuing Bank in respect of draws under a Letter of Credit. In order to facilitate such repayment, the Borrower hereby irrevocably requests the Banks, and the Banks hereby severally agree, on the terms and conditions of this Agreement (other than as provided in ARTICLE II hereof with respect to the amounts of, the timing of requests for, and the repayment of Loans hereunder and in ARTICLE IV hereof with respect to conditions precedent to Loans hereunder), with respect to any drawing under a Letter of Credit prior to the occurrence of an event described in SECTION 9.1(J) hereof, to make a Base Rate Loan to the Borrower on each day on which a draw is made under a Letter of Credit and in the amount of such draw, and to pay the proceeds of such Loan directly to the Issuing Bank to reimburse the Issuing Bank for the amount paid by it upon such draw. The Borrower agrees to deliver to the Agent a Loan Request requesting the making of such Base Rate Loan on the day of any such draw; provided, however, that the failure of the Borrower to deliver such Loan Request shall not effect the validity of any Base Rate Loan made hereunder. Each Bank shall fund its share of such Base Rate Loan by paying its portion of such Loan to the Agent in accordance with SECTION 2.3(E) hereof and its Commitment Percentage, without reduction for any set-off or counterclaim of any nature whatsoever and regardless of whether any Incipient Default or Event of Default (other than with respect to an event described in SECTION 2.3(E) hereof) then exists or would be caused thereby. If at any time that any Letters of Credit are outstanding, any of the events described in SECTION 9.1(J) shall have occurred, then each Bank shall, automatically upon the occurrence of any such event and without any action on the part of the Issuing Bank, the Borrower, the Agent or the Banks, be deemed to have purchased an undivided participation in the face amount of all Letters of Credit then outstanding in an amount equal to such Bank's Commitment Percentage, and each Bank shall, notwithstanding the occurrence of such event, upon a drawing under any Letter of Credit, immediately pay to the Agent for the account of the Issuing Bank, in immediately available funds, the amount of such Bank's participation, and the Issuing Bank shall deliver to such Bank a loan participation certificate dated the date of the occurrence of such event and in the amount of such Bank's Commitment Percentage. The disbursement of funds in connection with a draw under a Letter of Credit pursuant to this SECTION 3.2 shall be subject to the terms and conditions of SECTION 2.3(E) hereof. The obligations of each Bank to make payments to the Agent, for the account of the Issuing Bank, in accordance with this SECTION 3.2 shall be absolute and unconditional, and no Bank shall be relieved of its obligations to make such payments by reason of noncompliance by any other Person with the terms of the Letter of Credit or for any other reason. The Agent shall promptly remit to the Issuing Bank the amounts so received from the other Banks. Any overdue amounts payable by the Banks to the Issuing Bank in respect of a draw under draft against any Letter of Credit (regardless of whether it is considered to be an Advance), with interest thereon as aforesaid, shall bear interest, payable on demand, (x) be considered to be a Revolving Loan for all purposes of this Agreement and the first two (2) Banking Days, at the rate on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day by the Federal Reserve Bank of New YorkDocuments, and (y) thereafter, at shall be covered thereby to the Base Ratefull extent thereof. (c) The Borrower agrees In the event that each Loan made by the Banks TAG fails to reimburse the Issuing Bank for draws under any deposit with Agent funds sufficient to pay Letter of Credit shallObligations with respect to any draw (whether through an Advance requested pursuant to Section 2.8 or otherwise) on a timely basis, for all purposes from the date of Agent's payment on such draw until such Letter of Credit Obligations resulting from such draw shall have been paid, Borrowers shall not be entitled to request or receive any direct Advance under Notes or to request or receive any other Loans or the issuance of Letters of Credit hereunder, be deemed to be a Base Rate Loan and shall be payable and bear interest in accordance with all other Base Rate.

Draws Under Letters of Credit. (a) At such time as the Upon receipt of any draw against a Letter of Credit, Agent shall promptly notify TAG of the amount of such draw and the date for payment of such draw. TAG hereby agrees to deposit with Agent, on the first Business Day subsequent to such notice, funds sufficient to pay all Letter of Credit Obligations with respect to such draws. So long as all of the conditions set forth in Sections 2.5 and 7.2 hereof are complied with, TAG shall be notified by entitled to fund such deposit with proceeds of an Advance requested in accordance with Section 2.5 hereof. In the Issuing Bank event that sufficient funds are not deposited with Agent on or before the beneficiary date for payment of a draw, Agent shall so notify Banks and, immediately upon Agent's payment under any Letter of Credit has drawn on and for all purposes of this Agreement and the sameDocuments, the Agent shall promptly notify the Borrower and each Bank, by telephone or telecopy, of the amount of the draw and, in the case of each Bank, such Bank's portion paid as a result of such draw amount as calculated draw: (i) shall constitute a Revolving Loan made by Banks in accordance with its Commitment Percentagethe Percentages in effect on such date, whether or not TAG is then entitled to request Advances under this Agreement or is in default hereunder or otherwise (and TAG shall not be entitled to refuse any such Advance); (ii) shall be evidenced by the Notes evidencing the Revolving Loans; (iii) shall bear interest at the Default Rate applicable to Prime-based Loans which are Revolving Loans until repaid; and (iv) shall be due and payable on demand. (b) The Borrower hereby agrees to immediately reimburse the Issuing Bank for Any amounts so paid by such Issuing Bank in respect of draws under a Letter of Credit. In order to facilitate such repayment, the Borrower hereby irrevocably requests the Banks, and the Banks hereby severally agree, on the terms and conditions of this Agreement (other than as provided in ARTICLE II hereof with respect to the amounts of, the timing of requests for, and the repayment of Loans hereunder and in ARTICLE IV hereof with respect to conditions precedent to Loans hereunder), with respect to any drawing under a Letter of Credit prior to the occurrence of an event described in SECTION 9.1(J) hereof, to make a Base Rate Loan to the Borrower on each day on which a draw is made under a Letter of Credit and in the amount of such draw, and to pay the proceeds of such Loan directly to the Issuing Bank to reimburse the Issuing Bank for the amount paid by it upon such draw. The Borrower agrees to deliver to the Agent a Loan Request requesting the making of such Base Rate Loan on the day of any such draw; provided, however, that the failure of the Borrower to deliver such Loan Request shall not effect the validity of any Base Rate Loan made hereunder. Each Bank shall fund its share of such Base Rate Loan by paying its portion of such Loan to the Agent in accordance with SECTION 2.3(E) hereof and its Commitment Percentage, without reduction for any set-off or counterclaim of any nature whatsoever and regardless of whether any Incipient Default or Event of Default (other than with respect to an event described in SECTION 2.3(E) hereof) then exists or would be caused thereby. If at any time that any Letters of Credit are outstanding, any of the events described in SECTION 9.1(J) shall have occurred, then each Bank shall, automatically upon the occurrence of any such event and without any action on the part of the Issuing Bank, the Borrower, the Agent or the Banks, be deemed to have purchased an undivided participation in the face amount of all Letters of Credit then outstanding in an amount equal to such Bank's Commitment Percentage, and each Bank shall, notwithstanding the occurrence of such event, upon a drawing under any Letter of Credit, immediately pay to the Agent for the account of the Issuing Bank, in immediately available funds, the amount of such Bank's participation, and the Issuing Bank shall deliver to such Bank a loan participation certificate dated the date of the occurrence of such event and in the amount of such Bank's Commitment Percentage. The disbursement of funds in connection with a draw under a Letter of Credit pursuant to this SECTION 3.2 shall be subject to the terms and conditions of SECTION 2.3(E) hereof. The obligations of each Bank to make payments to the Agent, for the account of the Issuing Bank, in accordance with this SECTION 3.2 shall be absolute and unconditional, and no Bank shall be relieved of its obligations to make such payments by reason of noncompliance by any other Person with the terms of the Letter of Credit or for any other reason. The Agent shall promptly remit to the Issuing Bank the amounts so received from the other Banks. Any overdue amounts payable by the Banks to the Issuing Bank in respect of a draw under draft against any Letter of Credit (regardless of whether it is considered to be an Advance), with interest thereon as aforesaid, shall bear interest, payable on demand, (x) be considered to be a Revolving Loan for all purposes of this Agreement and the first two (2) Banking Days, at the rate on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day by the Federal Reserve Bank of New YorkDocuments, and (y) thereafter, at shall be covered thereby to the Base Ratefull extent thereof. (c) The Borrower agrees In the event that each Loan made by the Banks TAG fails to reimburse the Issuing Bank for draws under any deposit with Agent funds sufficient to pay Letter of Credit shallObligations with respect to any draw (whether through an Advance requested pursuant to Section 2.5 or otherwise) on a timely basis, for all purposes from the date of Agent's payment on such draw until such Letter of Credit Obligations resulting from such draw shall have been paid, Borrowers shall not be entitled to request or receive any direct Advance under Notes or to request or receive any other Loans or the issuance of Letters of Credit hereunder, be deemed to be a Base Rate Loan and shall be payable and bear interest in accordance with all other Base Rate.

Draws Under Letters of Credit. (a) At such time as the Agent shall be notified by the Issuing Bank that the beneficiary under any Letter of Credit has drawn on the same, the Agent shall promptly notify the applicable Co-Borrower and each Bank, by telephone or telecopy, of the amount of the draw and, in the case of each Bank, such Bank's portion of such draw amount as calculated in accordance with its Commitment Percentage. (b) The Each Co-Borrower hereby agrees to immediately reimburse the an Issuing Bank for amounts paid by such Issuing Bank in respect of draws under a Letter of Credit. In order to facilitate such repayment, the each Co-Borrower hereby irrevocably requests the Banks, and the Banks hereby severally agree, on the terms and conditions of this Agreement (other than as provided in ARTICLE II Article 2 hereof with respect to the amounts of, the timing of requests for, and the repayment of Loans hereunder and in ARTICLE IV Article 4 hereof with respect to conditions precedent to Loans hereunder), with respect to any drawing under a Letter of Credit prior to the occurrence of an event described in clauses (g) or (h) of SECTION 9.1(J) 8.1 hereof, to make a Base Rate Loan to the applicable Co-Borrower on each day on which a draw is made under a any Letter of Credit and in the amount of such draw, and to pay the proceeds of such Loan directly to the Issuing Bank to reimburse the Issuing Bank for the amount paid by it upon such draw. The draw and the applicable Co-Borrower agrees to shall deliver to the Agent a Loan Request for Advance requesting the making of such Base Rate Loan on the day of any such draw; provided, however, that the failure of the applicable Co-Borrower to deliver such Loan a Request for Advance shall not effect the validity of any Base Rate Loan made hereunder. Each Bank shall fund its share of such Base Rate Loan by paying its portion of such Loan to the Agent in accordance with SECTION 2.3(E2.2(e) hereof and its Commitment Percentage, without reduction for any set-off or counterclaim of any nature whatsoever and regardless of whether any Incipient Default or Event of Default (other than with respect to an event described in clauses (g) or (h) of SECTION 2.3(E) 8.1 hereof) then exists or would be caused thereby. If at any time that any Letters of Credit are outstanding, any of the events described in clauses (g) or (h) of SECTION 9.1(J) 8.1 hereof shall have occurred, then each Bank shall, automatically upon the occurrence of any such event and without any action on the part of the Issuing Bank, the BorrowerCo-Borrowers, the Agent or the Banks, be deemed to have purchased an undivided participation in the face amount of all Letters of Credit then outstanding in an amount equal to such face amount of the Letters of Credit outstanding multiplied by such Bank's Commitment Percentage, and each Bank shall, notwithstanding the occurrence such Event of such eventDefault, upon a drawing under any Letter of Credit, immediately pay to the Agent for the account of the Issuing Bank, in immediately available funds, the amount of such Bank's participation, and the Issuing Bank shall deliver to such Bank a loan participation certificate dated the date of the occurrence of such event and in the amount of such Bank's Commitment Percentage. The disbursement of funds in connection with a draw under a Letter of Credit pursuant to this SECTION 3.2 shall be subject to the terms and conditions of SECTION 2.3(E) hereof. The obligations of each Bank to make payments to the Agent, for the account of the Issuing Bank, in accordance with this SECTION 3.2 shall be absolute and unconditional, and no Bank shall be relieved of its obligations to make such payments by reason of noncompliance by any other Person with the terms of the Letter of Credit or for any other reason. The Agent shall promptly remit to the Issuing Bank the amounts so received from the other Banks. Any overdue amounts payable by the Banks to the Issuing Bank in respect of a draw under any Letter of Credit shall bear interest, payable on demand, (x) for the first two (2) Banking Days, at the rate on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day by the Federal Reserve Bank of New York, and (y) thereafter, at the Base Rate.in (c) The Each Co-Borrower agrees that each Loan made by the Banks to reimburse the Issuing Bank for draws under any Letter of Credit Credit, shall, for all purposes hereunder, be deemed to be a Base Rate Loan under the Commitment and shall be payable and bear interest in accordance with all other Base RateLoans.

Draws Under Letters of Credit. (a) a At such time as the Agent shall be notified by the Issuing Bank that the beneficiary under any Letter of Credit has drawn on the same, the Agent shall promptly notify the Borrower and each Bank, by telephone or telecopy, of the amount of the draw and, in the case of each Bank, such Bank's portion of such draw amount as calculated in accordance with its Commitment Percentage. (b) b The Borrower hereby agrees to immediately reimburse the Issuing Bank for amounts paid by such Issuing Bank in respect of draws under a Letter of Credit. In order to facilitate such repayment, the Borrower hereby irrevocably requests the Banks, and the Banks hereby severally agree, on the terms and conditions of this Agreement (other than as provided in ARTICLE II hereof with respect to the amounts of, the timing of requests for, and the repayment of Loans hereunder and in ARTICLE IV hereof with respect to conditions precedent to Loans hereunder), with respect to any drawing under a Letter of Credit prior to the occurrence of an event described in SECTION 9.1(J) hereof, to make a Base Rate Loan to the Borrower on each day on which a draw is made under a Letter of Credit and in the amount of such draw, and to pay the proceeds of such Loan directly to the Issuing Bank to reimburse the Issuing Bank for the amount paid by it upon such draw. The Borrower agrees to deliver to the Agent a Loan Request requesting the making of such Base Rate Loan on the day of any such draw; provided, however, that the failure of the Borrower to deliver such Loan Request shall not effect the validity of any Base Rate Loan made hereunder. Each Bank shall fund its share of such Base Rate Loan by paying its portion of such Loan to the Agent in accordance with SECTION 2.3(E) hereof and its Commitment Percentage, without reduction for any set-off or counterclaim of any nature whatsoever and regardless of whether any Incipient Default or Event of Default (other than with respect to an event described in SECTION 2.3(E) hereof) then exists or would be caused thereby. If at any time that any Letters of Credit are outstanding, any of the events described in SECTION 9.1(J) shall have occurred, then each Bank shall, automatically upon the occurrence of any such event and without any action on the part of the Issuing Bank, the Borrower, the Agent or the Banks, be deemed to have purchased an undivided participation in the face amount of all Letters of Credit then outstanding in an amount equal to such Bank's Commitment Percentage, and each Bank shall, notwithstanding the occurrence of such event, upon a drawing under any Letter of Credit, immediately pay to the Agent for the account of the Issuing Bank, in immediately available funds, the amount of such Bank's participation, and the Issuing Bank shall deliver to such Bank a loan participation certificate dated the date of the occurrence of such event and in the amount of such Bank's Commitment Percentage. The disbursement of funds in connection with a draw under a Letter of Credit pursuant to this SECTION 3.2 shall be subject to the terms and conditions of SECTION 2.3(E) hereof. The obligations of each Bank to make payments to the Agent, for the account of the Issuing Bank, in accordance with this SECTION 3.2 shall be absolute and unconditional, and no Bank shall be relieved of its obligations to make such payments by reason of noncompliance by any other Person with the terms of the Letter of Credit or for any other reason. The Agent shall promptly remit to the Issuing Bank the amounts so received from the other Banks. Any overdue amounts payable by the Banks to the Issuing Bank in respect of a draw under any Letter of Credit shall bear interest, payable on demand, (x) for the first two (2) Banking Days, at the rate on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day by the Federal Reserve Bank of New York, and (y) thereafter, at the Base Rate. (c) The Borrower agrees that each Loan made by the Banks to reimburse the Issuing Bank for draws under any Letter of Credit shall, for all purposes hereunder, be deemed to be a Base Rate Loan and shall be payable and bear interest in accordance with all other Base Rateall

Draws Under Letters of Credit. (a) At such time as the Agent shall be notified by the Issuing Bank that the beneficiary under any Letter of Credit has drawn on the same, the Agent shall promptly notify the applicable Co-Borrower and each Bank, by telephone or telecopy, of the amount of the draw and, in the case of each Bank, such Bank's portion of such draw amount as calculated in accordance with its Commitment Percentage. (b) The Each Co-Borrower hereby agrees to immediately reimburse the an Issuing Bank for amounts paid by such Issuing Bank in respect of draws under a Letter of Credit. In order to facilitate such repayment, the each Co-Borrower hereby irrevocably requests the Banks, and the Banks hereby severally agree, on the terms and conditions of this Agreement (other than as provided in ARTICLE II Article 2 hereof with respect to the amounts of, the timing of requests for, and the repayment of Loans hereunder and in ARTICLE IV Article 4 hereof with respect to conditions precedent to Loans hereunder), with respect to any drawing under a Letter of Credit prior to the occurrence of an event described in SECTION 9.1(Jclauses (g) or (h) of Section 8.1 hereof, to make a Base Rate Loan to the applicable Co-Borrower on each day on which a draw is made under a any Letter of Credit and in the amount of such draw, and to pay the proceeds of such Loan directly to the Issuing Bank to reimburse the Issuing Bank for the amount paid by it upon such draw. The draw and the applicable Co-Borrower agrees to shall deliver to the Agent a Loan Request for Advance requesting the making of such Base Rate Loan on the day of any such draw; provided, however, that the failure of the applicable Co-Borrower to deliver such Loan a Request for Advance shall not effect the validity of any Base Rate Loan made hereunder. Each Bank shall fund its share of such Base Rate Loan by paying its portion of such Loan to the Agent in accordance with SECTION 2.3(ESection 2.2(e) hereof and its Commitment Percentage, without reduction for any set-off or counterclaim of any nature whatsoever and regardless of whether any Incipient Default or Event of Default (other than with respect to an event described in SECTION 2.3(Eclauses (g) or (h) of Section 8.1 hereof) then exists or would be caused thereby. If at any time that any Letters of Credit are outstanding, any of the events described in SECTION 9.1(Jclauses (g) or (h) of Section 8.1 hereof shall have occurred, then each Bank shall, automatically upon the occurrence of any such event and without 42 any action on the part of the Issuing Bank, the BorrowerCo-Borrowers, the Agent or the Banks, be deemed to have purchased an undivided participation in the face amount of all Letters of Credit then outstanding in an amount equal to such face amount of the Letters of Credit outstanding multiplied by such Bank's Commitment Percentage, and each Bank shall, notwithstanding the occurrence such Event of such eventDefault, upon a drawing under any Letter of Credit, immediately pay to the Agent for the account of the Issuing Bank, in immediately available funds, the amount of such Bank's participation, participation (and the Issuing Bank shall deliver to such Bank a loan participation certificate dated the date of the occurrence of such event and in the amount of such Bank's Commitment Percentage). The disbursement of funds in connection with a draw under a Letter of Credit pursuant to this SECTION 3.2 Section hereunder shall be subject to the terms and conditions of SECTION 2.3(ESection 2.2(e) hereof. The obligations obligation of each Bank to make payments to the Agent, for the account of the Issuing Bank, in accordance with this SECTION Section 3.2 shall be absolute and unconditional, unconditional and no Bank shall be relieved of its obligations to make such payments by reason of noncompliance by any other Person with the terms of the Letter of Credit or for any other reason. The Agent shall promptly remit to the Issuing Bank the amounts so received from the other Banks. Any overdue amounts payable by the Banks to the Issuing Bank in respect of a draw under any Letter of Credit shall bear interest, payable on demand, (x) for the first two (2) Banking Business Days, at the rate on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day by the Federal Reserve Bank of New York, and (y) thereafter, at the Base Rate. (c) The Each Co-Borrower agrees that each Loan made by the Banks to reimburse the Issuing Bank for draws under any Letter of Credit Credit, shall, for all purposes hereunder, be deemed to be a Base Rate Loan under the Commitment and shall be payable and bear interest in accordance with all other Base RateLoans.

Draws Under Letters of Credit. (a) At such time as the Agent shall be notified by the Issuing Bank that the beneficiary Upon presentation of a Draft under any Letter of Credit has drawn on by the samebeneficiary thereof, the Agent Bank shall promptly notify the Borrower and each Bank, Company of the receipt thereof ("Draft Notice") not later than one Banking Day prior to the date on which the Bank intends to honor such Draft. The Draft Notice may be given by telephone or telecopy, . Failure to give the Draft Notice or to give the Draft Notice in a timely manner shall not in any way affect or limit the payment obligation of the amount Company hereunder. Upon receipt of the draw andDraft Notice, the Company shall make or cause to be made an irrevocable deposit with the Bank not later than 1:00 p.m., Dallas, Texas time, one (1) Banking Day prior to the day on which the Draft is to be honored, in an amount equal to the case full amount which is to be paid under such Draft, in good and collected funds (the "REIMBURSEMENT AMOUNT"), specifying that it is depositing such money for the sole purpose of each Bank, such Bank's portion funding the payment of such draw amount as calculated Draft. In determining whether to honor any Draft, the Bank shall be responsible only to determine that the documents and certificates required to be delivered with such Draft under the appropriate Letter of Credit have been delivered and that on their faces they are in accordance substantial compliance with its Commitment Percentage. (b) The Borrower hereby agrees to immediately reimburse the Issuing Bank for amounts paid by such Issuing Bank in respect requirements of draws under a that Letter of Credit. In order to facilitate such repaymentthe event of any conflict between the terms of any Reimbursement Agreement and the terms of this Agreement, the Borrower hereby irrevocably requests the Banks, and the Banks hereby severally agree, on the terms and conditions of this Agreement (other than as provided in ARTICLE II hereof with respect to the amounts of, the timing of requests for, shall control; and the repayment terms of Loans hereunder and in ARTICLE IV hereof with respect to conditions precedent to Loans hereunder), with respect to any drawing under a Letter of Credit prior to the occurrence of an event described in SECTION 9.1(J) hereof, to make a Base Rate Loan to the Borrower on each day on which a draw is made under a Letter of Credit and in the amount of such draw, and to pay the proceeds of such Loan directly to the Issuing Bank to reimburse the Issuing Bank for the amount paid by it upon such draw. The Borrower agrees to deliver to the Agent a Loan Request requesting the making of such Base Rate Loan on the day of any such draw; provided, however, that the failure of the Borrower to deliver such Loan Request Reimbursement Agreement shall not effect the validity of any Base Rate Loan made hereunder. Each Bank shall fund its share of such Base Rate Loan by paying its portion of such Loan to the Agent in accordance with SECTION 2.3(E) hereof and its Commitment Percentage, without reduction for any set-off or counterclaim of any nature whatsoever and regardless of whether any Incipient Default or Event of Default (other than with respect to an event described in SECTION 2.3(E) hereof) then exists or would be caused thereby. If at any time that any Letters of Credit are outstanding, any of the events described in SECTION 9.1(J) shall have occurred, then each Bank shall, automatically upon the occurrence of any such event and without any action on the part of the Issuing Bank, the Borrower, the Agent or the Banks, be deemed to have purchased an undivided participation be in the face amount of all Letters of Credit then outstanding in an amount equal to such Bank's Commitment Percentage, and each Bank shall, notwithstanding the occurrence of such event, upon a drawing under any Letter of Credit, immediately pay to the Agent for the account of the Issuing Bank, in immediately available funds, the amount of such Bank's participation, and the Issuing Bank shall deliver to such Bank a loan participation certificate dated the date of the occurrence of such event and in the amount of such Bank's Commitment Percentage. The disbursement of funds in connection with a draw under a Letter of Credit pursuant to this SECTION 3.2 shall be subject to the terms and conditions of SECTION 2.3(E) hereof. The obligations of each Bank to make payments to the Agent, for the account of the Issuing Bank, in accordance with this SECTION 3.2 shall be absolute and unconditional, and no Bank shall be relieved of its obligations to make such payments by reason of noncompliance by any other Person conflict with the terms of the Letter of Credit or for any other reason. The Agent shall promptly remit to the Issuing Bank the amounts so received from the other Banks. Any overdue amounts payable this Agreement solely by the Banks to the Issuing Bank in respect of a draw under any Letter of Credit shall bear interest, payable on demand, (x) for the first two (2) Banking Days, at the rate on overnight Federal funds transactions with members reason of the Federal Reserve System arranged fact that it addresses one or more subject matters that are addressed by Federal funds brokers, as published for such day by the Federal Reserve Bank of New York, this Agreement and (y) thereafter, at the Base Ratecontains provisions that are different from those set forth in this Agreement. (c) The Borrower agrees that each Loan made by the Banks to reimburse the Issuing Bank for draws under any Letter of Credit shall, for all purposes hereunder, be deemed to be a Base Rate Loan and shall be payable and bear interest in accordance with all other Base Rate