Common use of Daylight Overdraft Loans Clause in Contracts

Daylight Overdraft Loans. (a) Subject to the terms and conditions of this Agreement, including but not limited to Sections 4.13(c) and 6.2 of this Agreement, the Borrowers may request and the Daylight Overdraft Bank agrees to consider, on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY BASIS, making Daylight Overdraft Loans to the Borrowers from time to time during the period from and including the Amendment Effective Date to but not including the Revolving Credit Termination Date. The Borrowers may request the use of the Daylight Overdraft Loans by borrowing, prepaying the Daylight Overdraft Loans in whole or in part, and requesting the reborrowing thereof, all in accordance with the terms and conditions hereof; provided, however, that, after giving effect to any Loan, including any Daylight Overdraft Loan, or the issuance of any Letter of Credit hereunder: (i) without the express written consent of such Lender, no Lender’s Credit Extensions, including any participations in Daylight Overdraft Loans purchased by such Lender in accordance with Section 2.3(c)(ii) and any participations in Swing Line Loans purchased by such Lender in accordance with Section 2.2(d)(ii) (other than the Daylight Overdraft Bank’s Credit Extensions) shall exceed the lesser of (1) such Lender’s Uncommitted Participation Amount (including any increase or reduction thereof in accordance with the terms of this Agreement) or (2) such Lender’s Uncommitted Participation Percentage of the Borrowing Base then in effect; (ii) the Facility Usage shall not exceed the lesser of (A) the Elected Facility Amount or (B) the Borrowing Base; and (iii) the Borrowers will be in compliance with the sublimits set forth in Section 2.4 of this Agreement. (b) During the period from and including the Amendment Effective Date to but not including the Revolving Credit Termination Date, the Borrowers may request to borrow Daylight Overdraft Loans on any Business Day (so long as, after giving effect to any such Daylight Overdraft Loan, no Lender’s Credit Extensions nor the Facility Usage violates the limitations set forth in Section 2.3(a) of this Agreement or the sublimits set forth in Section 2.4 of this Agreement), provided that Texadian shall notify the Administrative Agent and the Daylight Overdraft Bank of such request by telephone no later than 11:00 a.m., New York City time, on the day of the proposed Daylight Overdraft Loan specifying (i) that such Loan is to be a Daylight Overdraft Loan, (ii) the amount to be borrowed, and (iii) the date such Daylight Overdraft Loan is to be made (provided, however, that if no date for such Daylight Overdraft Loan to be made is specified, then the date such Daylight Overdraft Loan is to be made will be assumed to be the date such Daylight Overdraft Loan is requested). Each such telephonic request shall be irrevocable and shall be promptly confirmed by a Borrowing Request delivered by hand or facsimile. (c) If, for any reason a Daylight Overdraft Bank is not repaid on the day such Daylight Overdraft Loan was made, the Administrative Agent may, on or after the immediately following Business Day, effect repayment of the unpaid amount of such Daylight Overdraft Loan as follows: (i) Without any request therefor from the Borrowers, the Administrative Agent may make at all times from and including the Amendment Effect Date, a Swing Line Loan to the Borrowers, the proceeds of which shall be applied to repay all or a portion of the unpaid amount of such Daylight Overdraft Loan. Upon making such Swing Line Loan, the Administrative Agent will send notice thereof to the Borrowers and the Lenders (unless the Administrative Agent has received a written Notice of Declining Lender from one or more Lenders (A) in the case of a Daylight Overdraft Loan requested by the Borrowers, prior to 5:00 p.m., New York City time, one (1) Business Day prior to the Administrative Agent’s receipt of any Borrowing Request for the applicable Daylight Overdraft Loan, and (B) in the case of a Daylight Overdraft Loan not requested by the Borrowers to reimburse a drawing under a Letter of Credit, prior to 5:00 p.m., New York City time, one (1) Business Day prior to the Issuing Bank’s receipt of the Application for the applicable Letter of Credit, in which event in each such case the provisions of Section 2.8 of this Agreement shall be applicable), whereupon, as applicable, either the Swing Line Lender (including the Daylight Overdraft Bank to the extent that it is also the Swing Line Lender) shall fund such Swing Line Loan without offset, deduction or counterclaim or the Lenders (including the Daylight Overdraft Bank to the extent that it is also a Lender), other than any Lender that has elected to become a Declining Lender in accordance with this Agreement with respect to such Daylight Overdraft Loan, shall fund their respective pro rata share of such Revolving Credit Loan without offset, deduction or counterclaim. (ii) Notwithstanding any other provisions of this Agreement to the contrary, to the extent that all or any portion of such Swing Line Loan may not be (A) legally made by the Administrative Agent to the Borrowers for any other reason (including the bankruptcy or insolvency of any Borrower), or (B) made by the Administrative Agent because any of the conditions precedent to the making of a Swing Line Loan pursuant to Section 2.2(a) of this Agreement, as applicable, or Section 6.2 of this Agreement could not be fulfilled as of the date such Swing Line Loan would otherwise have been made, each Lender severally, unconditionally and irrevocably agrees that it shall, without regard to the occurrence of any Default or Event of Default, purchase a participating interest in such Daylight Overdraft Loan in an amount equal to such Lender’s pro rata share of such Daylight Overdraft Loan (unless the Administrative Agent has received a written Notice of Declining Lender from one or more Lenders (A) in the case of a Daylight Overdraft Loan requested by the Borrowers, prior to 5:00 p.m., New York City time, one (1) Business Day prior to the Administrative Agent’s receipt of any Borrowing Request for the applicable Daylight Overdraft Loan, and (B) in the case of a Daylight Overdraft Loan not requested by the Borrowers to reimburse a drawing under a Letter of Credit, prior to 5:00 p.m., New York City time, one (1) Business Day prior to the Issuing Bank’s receipt of the Application for applicable Letter of Credit, in which event in each such case the provisions of

Daylight Overdraft Loans. (a) Subject to the terms and conditions of this Agreementhereof, including but not limited to Sections 4.13(c) and 6.2 of this Agreement, the Borrowers may request and the Daylight Overdraft Bank agrees to considerLender agrees, on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY BASISbasis to consider making a portion of the Elected Line Amount available to the Borrower by making daylight overdraft loans with respect to Deposit Accounts that are Controlled Accounts of the Borrower (individually, making a "Daylight Overdraft Loan" and, together with any amounts allocated to Daylight Overdraft Loans pursuant to Section 12.4(b), collectively, the "Daylight Overdraft Loans") to the Borrowers Borrower from time to time during the period from and including Funding Request Period in an aggregate principal amount at any one time outstanding not to exceed the Amendment Effective Date to but not including applicable Daylight Overdraft Cap; provided that, (i) the Revolving Credit Termination Date. The Borrowers may request the use aggregate principal amount of Daylight Overdraft Loans outstanding at any time, when aggregated with the Daylight Overdraft Loans Lender's Stated Percentage of the Total Extensions of Credit, may not exceed such Daylight Overdraft Lender's Maximum Credit Limit then in effect, (ii) the Borrower shall not request, and the Daylight Overdraft Lender shall not make, any Daylight Overdraft Loan if, after giving effect to the making of such Daylight Overdraft Loan, the Borrowing Base Availability would be less than zero and (iii) with respect to each Lender (other than a Declining Lender), and after giving effect to such Lender's Stated Percentage of such Daylight Overdraft Loan, such Lender's Extensions of Credit do not exceed such Lender's Maximum Credit Limit. During the Funding Request Period, the Borrower may use the Daylight Overdraft Cap by borrowing, prepaying the Daylight Overdraft Loans in whole or in part, repaying and requesting the reborrowing thereofreborrowing, all in accordance with the terms and conditions hereof; provided, howeverincluding, thatwithout limitation, after giving effect to any Loan, including any Daylight Overdraft Loan, or the issuance of any Letter of Credit hereunder: (i) without the express written consent of such Lender, no Lender’s Credit Extensions, including any participations in Daylight Overdraft Loans purchased by such Lender in accordance with Section 2.3(c)(ii) and any participations in Swing Line Loans purchased by such Lender in accordance with Section 2.2(d)(ii) (other than the Daylight Overdraft Bank’s Credit Extensions) shall exceed the lesser of (1) such Lender’s Uncommitted Participation Amount (including any increase or reduction thereof in accordance with the terms of this Agreement) or (2) such Lender’s Uncommitted Participation Percentage of the Borrowing Base then in effect; (ii) the Facility Usage shall not exceed the lesser of (A) the Elected Facility Amount or (B) the Borrowing Base; and (iii) the Borrowers will be in compliance with the sublimits set forth in Section 2.4 of this Agreement4.5. (b) During NEITHER THE DAYLIGHT OVERDRAFT LENDER NOR ANY LENDER SHALL HAVE ANY COMMITMENT OR OBLIGATION TO PARTICIPATE IN AND/OR MAKE ANY DAYLIGHT OVERDRAFT LOAN HEREUNDER UNLESS AND UNTIL THE DAYLIGHT OVERDRAFT LENDER OR SUCH LENDER AFFIRMATIVELY COMMITS OR IS DEEMED TO HAVE COMMITTED UNDER SECTION 2.4(f) TO SUCH REQUESTED DAYLIGHT OVERDRAFT LOAN. NOTHING CONTAINED HEREIN SHALL OTHERWISE COMMIT OR OBLIGATE THE DAYLIGHT OVERDRAFT LENDER OR SUCH LENDER, OR BE INTERPRETED AS A PROMISE OR COMMITMENT BY THE DAYLIGHT OVERDRAFT LENDER OR SUCH LENDER TO MAKE OR ELECT TO MAKE SUCH DAYLIGHT OVERDRAFT LOAN OR PARTICIPATE OR ELECT TO PARTICIPATE IN SUCH DAYLIGHT OVERDRAFT LOAN UNLESS AND UNTIL THE DAYLIGHT OVERDRAFT LENDER OR SUCH LENDER AFFIRMATIVELY COMMITS OR IS DEEMED TO HAVE COMMITTED UNDER SECTION 2.4(f) TO SUCH REQUESTED DAYLIGHT OVERDRAFT LOAN. (c) Daylight Overdraft Loans may be denominated only in United States Dollars and, if any Daylight Overdraft Loan shall not be repaid on the period date it is made, such Daylight Overdraft Loan shall be a Base Rate Loan bearing interest at a rate per annum equal to the Base Rate plus 1.60% from and including the Amendment Effective Date to but not including the Revolving Credit Termination Date, the Borrowers may request to borrow Daylight Overdraft Loans on any Business Day (so long as, after giving effect to any such Daylight Overdraft Loan, no Lender’s Credit Extensions nor the Facility Usage violates the limitations set forth in Section 2.3(a) of this Agreement or the sublimits set forth in Section 2.4 of this Agreement), provided that Texadian shall notify the Administrative Agent and the Daylight Overdraft Bank of such request by telephone no later than 11:00 a.m., New York City time, on the day of the proposed Daylight Overdraft Loan specifying (i) that such Loan is to be a Daylight Overdraft Loan, (ii) the amount to be borrowed, and (iii) the date such Daylight Overdraft Loan is made to, but excluding, the date of payment. Subject to be made (providedSection 2.6, however, that if no date for such each Daylight Overdraft Loan to be made is specified, then the date such Daylight Overdraft Loan is to be made will be assumed to be the date such Daylight Overdraft Loan is requested). Each such telephonic request shall be irrevocable and shall be promptly confirmed by a Borrowing Request delivered by hand or facsimile. mature at 4:30 p.m. (c) If, for any reason a Daylight Overdraft Bank is not repaid on the day such Daylight Overdraft Loan was made, the Administrative Agent may, on or after the immediately following Business Day, effect repayment of the unpaid amount of such Daylight Overdraft Loan as follows: (i) Without any request therefor from the Borrowers, the Administrative Agent may make at all times from and including the Amendment Effect Date, a Swing Line Loan to the Borrowers, the proceeds of which shall be applied to repay all or a portion of the unpaid amount of such Daylight Overdraft Loan. Upon making such Swing Line Loan, the Administrative Agent will send notice thereof to the Borrowers and the Lenders (unless the Administrative Agent has received a written Notice of Declining Lender from one or more Lenders (A) in the case of a Daylight Overdraft Loan requested by the Borrowers, prior to 5:00 p.m., New York City time), one (1) Business Day prior to on the Administrative Agent’s receipt of any Borrowing Request for Date therefor or such later time agreed by the applicable Daylight Overdraft LoanLender in its sole discretion, and such later time not to be later than 10:00 a.m. (B) in the case of a Daylight Overdraft Loan not requested by the Borrowers to reimburse a drawing under a Letter of Credit, prior to 5:00 p.m., New York City time, one (1) on the next Business Day prior to following the Issuing Bank’s receipt of Borrowing Date therefor. (d) In the Application for the applicable Letter of Credit, in which event in each such case the provisions of Section 2.8 of this Agreement shall be applicable), whereupon, as applicable, either the Swing Line Lender (including that the Daylight Overdraft Bank to the extent that it is also the Swing Line Lender) shall fund such Swing Line Loan without offset, deduction or counterclaim or the Lenders (including the Daylight Overdraft Bank to the extent that it is also a Lender), other than any Lender that has elected to become a Declining Lender not received full repayment in accordance with this Agreement with respect to such Daylight Overdraft Loan, shall fund their respective pro rata share of such Revolving Credit Loan without offset, deduction or counterclaim. (ii) Notwithstanding any other provisions of this Agreement to the contrary, to the extent that all or any portion of such Swing Line Loan may not be (A) legally made by the Administrative Agent to the Borrowers for any other reason (including the bankruptcy or insolvency cash of any Borrower), or (B) made by the Administrative Agent because any of the conditions precedent to the making of a Swing Line Loan pursuant to Section 2.2(a) of this Agreement, as applicable, or Section 6.2 of this Agreement could not be fulfilled as of the date such Swing Line Loan would otherwise have been made, each Lender severally, unconditionally and irrevocably agrees that it shall, without regard to the occurrence of any Default or Event of Default, purchase a participating interest in such Daylight Overdraft Loan in an amount equal to such Lender’s pro rata share at or before 4:30 p.m. (New York City time) on the Borrowing Date of such Daylight Overdraft Loan (unless or such later time determined by the Administrative Agent has received a written Notice of Declining Lender from one or more Lenders (A) in the case of a Daylight Overdraft Loan requested by the BorrowersLender in its sole discretion, prior such later time not to 5:00 p.m., be later than 10:00 a.m. (New York City time) on the next Business Day following the Borrowing Date thereof), one the Daylight Overdraft Lender shall promptly notify the Administrative Agent of any such outstanding Daylight Overdraft Loans and of the amount of such outstanding Daylight Overdraft Loans. (1e) The Borrower may borrow Daylight Overdraft Loans solely to make payments on any Business Day prior to the Administrative Collateral Agent’s 's receipt of payment on such Business Day of the aggregate amount of Eligible Accounts Receivable – Tier 1 and Eligible Accounts Receivable – Tier 2 of the Borrower, which the Borrower reasonably expects the Collateral Agent will receive on such Business Day. (f) Notwithstanding the foregoing and without in any Borrowing Request for way limiting the applicable discretionary nature of this loan facility, the Daylight Overdraft LoanLender, in its sole discretion at any time may, and upon two (B2) in Business Days prior written instruction from the case of a Required Lenders shall, terminate its obligation to consider making Daylight Overdraft Loan not requested by the Borrowers to reimburse a drawing under a Letter of Credit, prior to 5:00 p.m., New York City time, one (1) Business Day prior to the Issuing Bank’s receipt of the Application for applicable Letter of Credit, in which event in each such case the provisions ofLoans.

Daylight Overdraft Loans. (a) Subject to the terms and conditions of this Agreement, including but not limited to Sections 4.13(c) and 6.2 of this Agreement, the Borrowers may request and the Daylight Overdraft Bank agrees to consider, on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY BASIS, making Daylight Overdraft Loans to the Borrowers from time to time during the period from and including the Amendment Effective Closing Date to but not including the Revolving Credit Termination Date. The Borrowers may request the use of the Daylight Overdraft Loans by borrowing, prepaying the Daylight Overdraft Loans in whole or in part, and requesting the reborrowing thereof, all in accordance with the terms and conditions hereof; provided, however, that, after giving effect to any Loan, including any Daylight Overdraft Loan, or the issuance of any Letter of Credit hereunder: (i) without the express written consent of such Lender, no Lender’s Credit Extensions, including any participations in Daylight Overdraft Loans purchased by such Lender in accordance with Section 2.3(c)(ii) and any participations in Swing Line Loans purchased by such Lender in accordance with Section 2.2(d)(ii) Extensions (other than the Daylight Overdraft Bank’s Credit Extensions) shall exceed the lesser of (1) such Lender’s Uncommitted Participation Amount (including any increase or reduction thereof in accordance with the terms of this Agreement) or (2) such Lender’s Uncommitted Participation Percentage of the Borrowing Base then in effect; (ii) the Facility Usage shall not exceed the lesser of (Ai) the Elected Facility Amount or (Bii) the Borrowing Base; and (iii) the Borrowers will be in compliance with the sublimits set forth in Section 2.4 of this Agreement. (b) During the period from and including the Amendment Effective Closing Date to but not including the Revolving Credit Termination Date, the Borrowers may request to borrow Daylight Overdraft Loans on any Business Day (so long as, after giving effect to any such Daylight Overdraft Loan, no Lender’s Credit Extensions nor the Facility Usage violates the limitations set forth in Section 2.3(a) of this Agreement or the sublimits set forth in Section 2.4 of this Agreement), provided that Texadian shall notify the Administrative Agent and the Daylight Overdraft Bank of such request by telephone no later than 11:00 a.m., New York City time, on the day of the proposed Daylight Overdraft Loan specifying (i) that such Loan is to be a Daylight Overdraft Loan, (ii) the amount to be borrowed, and (iii) the date such Daylight Overdraft Loan is to be made (provided, however, that if no date for such Daylight Overdraft Loan to be made is specified, then the date such Daylight Overdraft Loan is to be made will be assumed to be the date such Daylight Overdraft Loan is requested). Each such telephonic request shall be irrevocable and shall be promptly confirmed by a Borrowing Request delivered by hand or facsimile. (c) If, for any reason a Daylight Overdraft Bank is not repaid on the day such Daylight Overdraft Loan was made, the Administrative Agent may, on or after the immediately following Business Day, effect repayment of the unpaid amount of such Daylight Overdraft Loan as follows: (i) Without any request therefor from the Borrowers, the Administrative Agent may make make, at all times prior to the Syndication Date, a Base Rate Loan and, at all times from and including the Amendment Effect Syndication Date, a Swing Line Loan to the Borrowers, the proceeds of which shall be applied to repay all or a portion of the unpaid amount of such Daylight Overdraft Loan. Upon making such Base Rate Loan or Swing Line Loan, the Administrative Agent will send notice thereof to the Borrowers and the Lenders (unless the Administrative Agent has received a written Notice of Declining Lender from one or more Lenders (A) in the case of a Daylight Overdraft Loan requested by the Borrowers, prior to 5:00 p.m., New York City time, one (1) Business Day prior to the Administrative Agent’s receipt of any Borrowing Request for the applicable Daylight Overdraft Loan, and (B) in the case of a Daylight Overdraft Loan not requested by the Borrowers to reimburse a drawing under a Letter of Credit, prior to 5:00 p.m., New York City time, one (1) Business Day prior to the Issuing Bank’s receipt of the Application for the applicable Letter of Credit, in which event in each such case the provisions of Section 2.8 of this Agreement shall be applicable), whereupon, as applicable, either the Swing Line Lender (including the Daylight Overdraft Bank to the extent that it is also the Swing Line Lender) shall fund such Swing Line Loan without offset, deduction or counterclaim or the Lenders (including the Daylight Overdraft Bank to the extent that it is also a Lender), other than any Lender that has elected to become a Declining Lender in accordance with this Agreement with respect to such Daylight Overdraft Loan, shall fund their respective pro rata share of such Revolving Credit Loan without offset, deduction or counterclaim. (ii) Notwithstanding any other provisions of this Agreement to the contrary, to the extent that all or any portion of such Base Rate Loan or Swing Line Loan may not be (A) legally made by the Administrative Agent to the Borrowers for any other reason (including the bankruptcy or insolvency of any Borrower), or (B) made by the Administrative Agent because any of the conditions precedent to the making of a Base Rate Loan pursuant to Section 2.1(a) of this Agreement or Swing Line Loan pursuant to Section 2.2(a) of this Agreement, as applicable, or Section 6.2 of this Agreement could not be fulfilled as of the date such Base Rate Loan or Swing Line Loan would otherwise have been made, each Lender severally, unconditionally and irrevocably agrees that it shall, without regard to the occurrence of any Default or Event of Default, purchase a participating interest in such Daylight Overdraft Loan in an amount equal to such Lender’s pro rata share of such Daylight Overdraft Loan (unless the Administrative Agent has received a written Notice of Declining Lender from one or more Lenders (A) in the case of a Daylight Overdraft Loan requested by the Borrowers, prior to 5:00 p.m., New York City time, one (1) Business Day prior to the Administrative Agent’s receipt of any Borrowing Request for the applicable Daylight Overdraft Loan, and (B) in the case of a Daylight Overdraft Loan not requested by the Borrowers to reimburse a drawing under a Letter of Credit, prior to 5:00 p.m., New York City time, one (1) Business Day prior to the Issuing Bank’s receipt of the Application for applicable Letter of Credit, in which event in each such case the provisions of Section 2.8 of this Agreement shall be applicable). Each such Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation, and the proceeds of such participation shall be distributed by the Administrative Agent to the Daylight Overdraft Bank, to such extent as will reduce the amount of the participating interest retained by the Daylight Overdraft Bank in its Daylight Overdraft Loans. Each Lender purchasing a participating interest in Daylight Overdraft Loans under this Section 2.3(c)(ii) shall have the same rights as a Lender under this Agreement. In the event any Lender fails to make available to the Daylight Overdraft Bank the amount of such Lender’s participation as provided in this Section 2.3(c)(ii), the Daylight Overdraft Bank shall be entitled to recover such amount on demand from such Lender together with interest at the customary rate set by the Daylight Overdraft Bank for correction of errors among banks for one (1) Business Day and thereafter at the Alternative Base Rate. (d) Each Lender’s obligation to purchase participating interests pursuant to Section 2.3(c)(ii) of this Agreement shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any Borrower may have against the Daylight Overdraft Bank, any Borrower or any other Person, as the case may be, for any reason whatsoever; (ii) the occurrence or continuance of a Default or Event of Default; (iii) any adverse change in the condition (financial or otherwise) of any Borrower or any of its Subsidiaries; (iv) any breach of this Agreement by any Borrower or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (e) Unless and until each Daylight Overdraft Loan is repaid to the Daylight Overdraft Bank, each such Daylight Overdraft Loan shall constitute a Loan from the Daylight Overdraft Bank to the Borrowers which is payable on the day such Daylight Overdraft Loan was made and which shall otherwise be entitled to all of the benefits of, and the security provided for in, the Loan Documents. (f) Anything contained herein to the contrary notwithstanding, in the event that any Lender becomes a Defaulting Lender, then the Daylight Overdraft Bank may, in its sole discretion, require such Defaulting Lender or, in the event such Defaulting Lender fails to do so, require the Borrowers to deposit Cash Collateral with the Administrative Agent in an aggregate amount equal to such Defaulting Lender’s participations in any requested or outstanding Daylight Overdraft Loans, a first priority security interest in which Cash Collateral is hereby granted in favor of the Administrative Agent, for the sole benefit of the Daylight Overdraft Bank. In the event that such Defaulting Lender fails to deposit Cash Collateral as required hereby and the Borrowers are required to do so, the Borrowers may, at any time thereafter, upon five (5) Business Days prior written notice to such Defaulting Lender, require that such Defaulting Lender terminate its obligations hereunder and under the other Loan Documents and transfer all of such Lender’s Credit Extensions to one or more of the existing Lenders (upon their consent to accept such accommodations) or to one or more new Lenders in each case in accordance with Section 11.6(c) of this Agreement, if such Assignee can be found by the Borrowers. (g) Each of the conditions precedent set forth in Section 6.2 of this Agreement shall be fully applicable to any Daylight Overdraft Loans. (h) Notwithstanding anything to the contrary in this Agreement or in the other Loan Documents, (i) the Daylight Overdraft Loans shall rank pari passu with all other Loans and shall be secured by the Collateral, and (ii) unless and until each Daylight Overdraft Loan is funded by payment from the Lenders to the Administrative Agent, any and all payments by the Borrowers in respect of any Daylight Overdraft Loan shall be made to the Administrative Agent solely for the benefit of the Daylight Overdraft Bank and, after such funding by the Lenders, all such payments by the Borrowers shall be distributed as otherwise set forth in this Agreement.

Daylight Overdraft Loans. (a) Subject to the terms and conditions of this Agreementhereof, including but not limited to Sections 4.13(c) and 6.2 of this Agreement, the Borrowers may request and the Daylight Overdraft Bank agrees to considerLender agrees, on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY BASISbasis to consider making a portion of the Elected Line Amount available to the Borrower by making daylight overdraft loans with respect to Deposit Accounts that are Controlled Accounts of the Borrower (individually, making a "Daylight Overdraft Loan" and, together with any amounts allocated to Daylight Overdraft Loans pursuant to Section 12.4(b), collectively, the "Daylight Overdraft Loans") to the Borrowers Borrower from time to time during the period from and including Funding Request Period in an aggregate principal amount at any one time outstanding not to exceed the Amendment Effective Date to but not including applicable Daylight Overdraft Cap; provided that, (i) the Revolving Credit Termination Date. The Borrowers may request the use aggregate principal amount of Daylight Overdraft Loans outstanding at any time, when aggregated with the Daylight Overdraft Loans Lender's Stated Percentage of the Total Extensions of Credit, may not exceed such Daylight Overdraft Lender's Maximum Credit Limit then in effect, (ii) the Borrower shall not request, and the Daylight Overdraft Lender shall not make, any Daylight Overdraft Loan if, after giving effect to the making of such Daylight Overdraft Loan, the Borrowing Base Availability would be less than zero and (iii) with respect to each Lender (other than a Declining Lender), and after giving effect to such Lender's Stated Percentage of such Daylight Overdraft Loan, such Lender's Extensions of Credit do not exceed such Lender's Maximum Credit Limit. During the Funding Request Period, the Borrower may use the Daylight Overdraft Cap by borrowing, prepaying the Daylight Overdraft Loans in whole or in part, repaying and requesting the reborrowing thereofreborrowing, all in accordance with the terms and conditions hereof; provided, howeverincluding, thatwithout limitation, after giving effect to any Loan, including any Daylight Overdraft Loan, or the issuance of any Letter of Credit hereunder: (i) without the express written consent of such Lender, no Lender’s Credit Extensions, including any participations in Daylight Overdraft Loans purchased by such Lender in accordance with Section 2.3(c)(ii) and any participations in Swing Line Loans purchased by such Lender in accordance with Section 2.2(d)(ii) (other than the Daylight Overdraft Bank’s Credit Extensions) shall exceed the lesser of (1) such Lender’s Uncommitted Participation Amount (including any increase or reduction thereof in accordance with the terms of this Agreement) or (2) such Lender’s Uncommitted Participation Percentage of the Borrowing Base then in effect; (ii) the Facility Usage shall not exceed the lesser of (A) the Elected Facility Amount or (B) the Borrowing Base; and (iii) the Borrowers will be in compliance with the sublimits set forth in Section 2.4 of this Agreement4.5. (b) During NEITHER THE DAYLIGHT OVERDRAFT LENDER NOR ANY LENDER SHALL HAVE ANY COMMITMENT OR OBLIGATION TO PARTICIPATE IN AND/OR MAKE ANY DAYLIGHT OVERDRAFT LOAN HEREUNDER UNLESS AND UNTIL THE DAYLIGHT OVERDRAFT LENDER OR SUCH LENDER AFFIRMATIVELY COMMITS OR IS DEEMED TO HAVE COMMITTED UNDER SECTION 2.4(f) TO SUCH REQUESTED DAYLIGHT OVERDRAFT LOAN. NOTHING CONTAINED HEREIN SHALL OTHERWISE COMMIT OR OBLIGATE THE DAYLIGHT OVERDRAFT LENDER OR SUCH LENDER, OR BE INTERPRETED AS A PROMISE OR COMMITMENT BY THE DAYLIGHT OVERDRAFT LENDER OR SUCH LENDER TO MAKE OR ELECT TO MAKE SUCH DAYLIGHT OVERDRAFT LOAN OR PARTICIPATE OR ELECT TO PARTICIPATE IN SUCH DAYLIGHT OVERDRAFT LOAN UNLESS AND UNTIL THE DAYLIGHT OVERDRAFT LENDER OR SUCH LENDER AFFIRMATIVELY COMMITS OR IS DEEMED TO HAVE COMMITTED UNDER SECTION 2.4(f) TO SUCH REQUESTED DAYLIGHT OVERDRAFT LOAN. (c) Daylight Overdraft Loans may be denominated only in United States Dollars and, if any Daylight Overdraft Loan shall not be repaid on the period date it is made, such Daylight Overdraft Loan shall be a Base Rate Loan bearing interest at a rate per annum equal to the Base Rate plus 1.90% from and including the Amendment Effective Date to but not including the Revolving Credit Termination Date, the Borrowers may request to borrow Daylight Overdraft Loans on any Business Day (so long as, after giving effect to any such Daylight Overdraft Loan, no Lender’s Credit Extensions nor the Facility Usage violates the limitations set forth in Section 2.3(a) of this Agreement or the sublimits set forth in Section 2.4 of this Agreement), provided that Texadian shall notify the Administrative Agent and the Daylight Overdraft Bank of such request by telephone no later than 11:00 a.m., New York City time, on the day of the proposed Daylight Overdraft Loan specifying (i) that such Loan is to be a Daylight Overdraft Loan, (ii) the amount to be borrowed, and (iii) the date such Daylight Overdraft Loan is made to, but excluding, the date of payment. Subject to be made (providedSection 2.6, however, that if no date for such each Daylight Overdraft Loan to be made is specified, then the date such Daylight Overdraft Loan is to be made will be assumed to be the date such Daylight Overdraft Loan is requested). Each such telephonic request shall be irrevocable and shall be promptly confirmed by a Borrowing Request delivered by hand or facsimile. mature at 4:30 p.m. (c) If, for any reason a Daylight Overdraft Bank is not repaid on the day such Daylight Overdraft Loan was made, the Administrative Agent may, on or after the immediately following Business Day, effect repayment of the unpaid amount of such Daylight Overdraft Loan as follows: (i) Without any request therefor from the Borrowers, the Administrative Agent may make at all times from and including the Amendment Effect Date, a Swing Line Loan to the Borrowers, the proceeds of which shall be applied to repay all or a portion of the unpaid amount of such Daylight Overdraft Loan. Upon making such Swing Line Loan, the Administrative Agent will send notice thereof to the Borrowers and the Lenders (unless the Administrative Agent has received a written Notice of Declining Lender from one or more Lenders (A) in the case of a Daylight Overdraft Loan requested by the Borrowers, prior to 5:00 p.m., New York City time), one (1) Business Day prior to on the Administrative Agent’s receipt of any Borrowing Request for Date therefor or such later time agreed by the applicable Daylight Overdraft LoanLender in its sole discretion, and such later time not to be later than 10:00 a.m. (B) in the case of a Daylight Overdraft Loan not requested by the Borrowers to reimburse a drawing under a Letter of Credit, prior to 5:00 p.m., New York City time, one (1) on the next Business Day prior to following the Issuing Bank’s receipt of Borrowing Date therefor. (d) In the Application for the applicable Letter of Credit, in which event in each such case the provisions of Section 2.8 of this Agreement shall be applicable), whereupon, as applicable, either the Swing Line Lender (including that the Daylight Overdraft Bank to the extent that it is also the Swing Line Lender) shall fund such Swing Line Loan without offset, deduction or counterclaim or the Lenders (including the Daylight Overdraft Bank to the extent that it is also a Lender), other than any Lender that has elected to become a Declining Lender not received full repayment in accordance with this Agreement with respect to such Daylight Overdraft Loan, shall fund their respective pro rata share of such Revolving Credit Loan without offset, deduction or counterclaim. (ii) Notwithstanding any other provisions of this Agreement to the contrary, to the extent that all or any portion of such Swing Line Loan may not be (A) legally made by the Administrative Agent to the Borrowers for any other reason (including the bankruptcy or insolvency cash of any Borrower), or (B) made by the Administrative Agent because any of the conditions precedent to the making of a Swing Line Loan pursuant to Section 2.2(a) of this Agreement, as applicable, or Section 6.2 of this Agreement could not be fulfilled as of the date such Swing Line Loan would otherwise have been made, each Lender severally, unconditionally and irrevocably agrees that it shall, without regard to the occurrence of any Default or Event of Default, purchase a participating interest in such Daylight Overdraft Loan in an amount equal to such Lender’s pro rata share at or before 4:30 p.m. (New York City time) on the Borrowing Date of such Daylight Overdraft Loan (unless or such later time determined by the Administrative Agent has received a written Notice of Declining Lender from one or more Lenders (A) in the case of a Daylight Overdraft Loan requested by the BorrowersLender in its sole discretion, prior such later time not to 5:00 p.m., be later than 10:00 a.m. (New York City time) on the next Business Day following the Borrowing Date thereof), one the Daylight Overdraft Lender shall promptly notify the Administrative Agent of any such outstanding Daylight Overdraft Loans and of the amount of such outstanding Daylight Overdraft Loans. (1e) The Borrower may borrow Daylight Overdraft Loans solely to make payments on any Business Day prior to the Administrative Collateral Agent’s 's receipt of payment on such Business Day of the aggregate amount of Eligible Accounts Receivable – Tier 1 and Eligible Accounts Receivable – Tier 2 of the Borrower, which the Borrower reasonably expects the Collateral Agent will receive on such Business Day. (f) Notwithstanding the foregoing and without in any Borrowing Request for way limiting the applicable discretionary nature of this loan facility, the Daylight Overdraft LoanLender, in its sole discretion at any time may, and upon two (B2) in Business Days prior written instruction from the case of a Required Lenders shall, terminate its obligation to consider making Daylight Overdraft Loan not requested by the Borrowers to reimburse a drawing under a Letter of Credit, prior to 5:00 p.m., New York City time, one (1) Business Day prior to the Issuing Bank’s receipt of the Application for applicable Letter of Credit, in which event in each such case the provisions ofLoans.

Daylight Overdraft Loans. (a) Subject From time to time, subject to approval of the terms and conditions of this Agreement, including but not limited to Sections 4.13(c) and 6.2 of this AgreementAdministrative Agent in its sole discretion, the Borrowers Borrower may request and that the Daylight Overdraft Bank agrees pay certain accounts payable of the Borrower on a Business Day notwithstanding that the Accounts of the Borrower contain insufficient funds to considermake such payment on such Business Day. To cover payment of any such account payable prior to collection thereof, the Daylight Overdraft Bank may, in its sole discretion on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY BASISbasis, making and without any obligation to do so, elect to make a Daylight Overdraft Loans Loan by debiting the amount thereof to an account of the Borrowers from time to time during the period from and including the Amendment Effective Date to but not including the Revolving Credit Termination Date. The Borrowers may request the use of Borrower at the Daylight Overdraft Loans by borrowingBank in which the Collateral Agent shall have been granted a security interest notwithstanding that sufficient collected funds are not available in such account to cover such payment, prepaying the Daylight Overdraft Loans in whole or in part, and requesting the reborrowing thereof, all in accordance with the terms and conditions hereof; provided, however, that, provided that after giving effect to any Loan, including any Daylight Overdraft Loan, or the issuance of any Letter of Credit hereunderLoan requested: (i) without the express written consent aggregate principal amount of such Lender, no Lender’s Credit Extensions, including any participations in all Daylight Overdraft Loans purchased by such Lender in accordance with Section 2.3(c)(ii) and outstanding at any participations in Swing Line Loans purchased by such Lender in accordance with Section 2.2(d)(ii) (other than one time shall not exceed the Daylight Overdraft Bank’s Sublimit; and (ii) the Aggregate Outstanding Extensions of Credit Extensions) (taking into account any new Daylight Overdraft Loans), shall not exceed the lesser of (1) such Lender’s Uncommitted Participation the Maximum Availability Amount (including any increase or reduction thereof in accordance with the terms of this Agreement) or (2) such Lender’s Uncommitted Participation Percentage of the Borrowing Base then in effectCollateral Pool; (ii) the Facility Usage shall not exceed the lesser of (A) the Elected Facility Amount or (B) the Borrowing Base; and (iii) the Borrowers will be Combined Facilities Aggregate Outstanding Extensions of Credit (taking into account any new Daylight Overdraft Loans), shall not exceed the least of (1) Combined Facilities Maximum Amount then in compliance with effect, (2) the sublimits set forth in Section 2.4 of this Agreement.Collateral Pool, or (3) $700,000,000; and (biv) During the period from and including the Amendment Effective Date to but not including the Revolving Credit Termination Date, the Borrowers may request to borrow Daylight Overdraft Loans on any Business Day (so long as, after giving effect to any such Daylight Overdraft Loan, no Lender’s Credit Extensions nor the Facility Usage violates the limitations set forth in Section 2.3(a) of this Agreement or the sublimits set forth in Section 2.4 of this Agreement), provided that Texadian shall notify the Administrative Agent and the Daylight Overdraft Bank of such request by telephone no later than 11:00 a.m., New York City time, on the day of the proposed Daylight Overdraft Loan specifying may be used only (i) that such Loan is to be refinance reimbursement obligations owed to any Letter of Credit Issuer after a Daylight Overdraft LoanLetter of Credit Issuer honors a payment under a Letter of Credit at settlement, and (ii) the amount to be borrowed, and (iii) the date such Daylight Overdraft Loan is finance payments to be made (providedfrom the related deposit account of the Borrower held with the Administrative Agent, however, that if no date for such Daylight Overdraft Loan so long as the proceeds of Eligible Accounts Receivable covering the same are reasonably expected to be made is specified, then the date such Daylight Overdraft Loan is to be made will be assumed to be the date such Daylight Overdraft Loan is requested). Each such telephonic request shall be irrevocable and shall be promptly confirmed by a Borrowing Request delivered by hand or facsimile. (c) If, for any reason a Daylight Overdraft Bank is not repaid received on the day such Daylight Overdraft Loan was is made. (b) THE BORROWER ACKNOWLEDGES AND AGREES THAT THE DAYLIGHT OVERDRAFT BANK HAS NO DUTY TO FUND ANY DAYLIGHT OVERDRAFT LOAN REQUESTED BY THE BORROWER BUT THAT THE DAYLIGHT OVERDRAFT BANK WILL EVALUATE EACH LOAN REQUEST AND IN ITS ABSOLUTE AND SOLE DISCRETION WILL DECIDE WHETHER TO FUND SUCH LOAN REQUEST. (c) To the extent that any Daylight Overdraft Loan is not repaid at the end of any Business Day, the Administrative Agent may, on or after the immediately following Business Day, effect repayment of the unpaid amount of such Daylight Overdraft Loan as follows: (i) Without any request therefor from the BorrowersBorrower, the Administrative Agent may make at all times from and including the Amendment Effect Date, a Swing Line Loan to the BorrowersBorrower on behalf of the Swing Line Lender, the proceeds of which shall be applied to repay all or a portion of the unpaid amount of such Daylight Overdraft Loan. Upon making such Swing Line Loan, the Administrative Agent will send notice thereof to the Borrowers Borrower and the Lenders (unless the Administrative Agent has received a written Notice of Declining Lender from one or more Lenders (A) in the case of a Daylight Overdraft Loan requested by the BorrowersSwing Line Lender, prior to 5:00 p.m., New York City time, one (1) Business Day prior to the Administrative Agent’s receipt of any Borrowing Request for the applicable Daylight Overdraft Loan, and (B) in the case of a Daylight Overdraft Loan not requested by the Borrowers to reimburse a drawing under a Letter of Credit, prior to 5:00 p.m., New York City time, one (1) Business Day prior to the Issuing Bank’s receipt of the Application for the applicable Letter of Credit, in which event in each such case the provisions of Section 2.8 of this Agreement shall be applicable), whereupon, as applicable, either whereupon the Swing Line Lender (including the Daylight Overdraft Bank to the extent that it is also the Swing Line Lender) shall fund such Swing Line Loan without offset, deduction or counterclaim or the Lenders (including the Daylight Overdraft Bank to the extent that it is also a Lender), other than any Lender that has elected to become a Declining Lender in accordance with this Agreement with respect to such Daylight Overdraft Loan, shall fund their respective pro rata share of such Revolving Credit Loan without offset, deduction or counterclaim. (ii) Notwithstanding any other provisions of this Agreement to the contrary, to the extent that all or any portion of such Swing Line Loan may not be (A) legally made by the Administrative Agent to the Borrowers Borrower for any other reason (including the bankruptcy or insolvency of any the Borrower), or (B) made by the Administrative Agent because any of the conditions precedent to the making of a Swing Line Loan pursuant to Section 2.2(a) of this Agreement, as applicable, or Section 6.2 6.02 of this Agreement could were not be fulfilled as of the date such Swing Line Loan would otherwise have been made, each Lender severally, unconditionally and irrevocably agrees that it shall, without regard shall be deemed to the occurrence of any Default or Event of Default, purchase have purchased a participating participation interest in the unpaid amount of such Daylight Overdraft Loan in an amount equal to such Lender’s pro rata share Pro Rata Share thereof and shall fund the amount of such Daylight Overdraft Loan (unless participation interest to the Administrative Agent has ON DEMAND. Unless the Administrative Agent shall have received a written Notice of Declining Lender from one or more Lenders (A) in the case of a Daylight Overdraft Loan requested by the Borrowers, prior to 5:00 p.m., New York City time, one (1) Business Day prior to the Administrative Agent’s receipt of any Borrowing Request for (in which event the applicable provisions of Section 3.11 of this Agreement hereof shall be applicable), each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation, and the proceeds of such participation shall be distributed by the Administrative Agent to the Daylight Overdraft LoanBank, and to such extent as will reduce the amount of the participating interest retained by the Daylight Overdraft Bank in its Daylight Overdraft Loans. (Biii) Each Lender purchasing a participating interest in Daylight Overdraft Loans under this Section 3.12(c) shall have the case of same rights as a Lender under this Agreement. In the event any Lender fails to make available to a Daylight Overdraft Loan not requested Bank the amount of any such Lender’s participation as provided in this Section 3.12(c), the Daylight Overdraft Bank shall be entitled to recover such amount on demand from such Lender together with interest at the customary rate set by the Borrowers to reimburse a drawing under a Letter Daylight Overdraft Bank for correction of Credit, prior to 5:00 p.m., New York City time, errors among banks for one (1) Business Day prior and thereafter. (d) Each Lender’s obligation to purchase participating interests pursuant to Section 3.12(c) of this Agreement hereof shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have against the Daylight Overdraft Bank, the Borrower or any other Person, as the case may be, for any reason whatsoever; (ii) the occurrence or continuance of a Default or Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any of its Subsidiaries; (iv) any breach of this Agreement by the Borrower or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (e) Unless and until each Daylight Overdraft Loan is repaid from the proceeds of a Loan or otherwise, each such Daylight Overdraft Loan shall constitute a Loan from the Daylight Overdraft Bank to the Issuing Bank’s receipt Borrower which is payable ON DEMAND, which bears interest at the Alternative Base Rate plus the Applicable Margin plus 0.50% per annum, and which shall otherwise be entitled to all of the Application benefits of, and the security provided for in, the Loan Documents. (f) Each of the conditions precedent set forth in Section 6.02 of this Agreement shall be fully applicable Letter to any Daylight Overdraft Loans except to the extent expressly stated to the contrary in this Section 3.12. (g) Notwithstanding anything to the contrary in this Agreement or in the other Loan Documents, (i) the Daylight Overdraft Loans (including any Daylight Overdraft Loan converted into a Swing Line Loan pursuant to Section 3.12(c)(i) of Creditthis Agreement) shall rank pari passu with all other senior debt of the Borrower and shall be secured by the Collateral, and (ii) unless and until each Daylight Overdraft Loan (including any Daylight Overdraft Loan converted into a Swing Line Loan pursuant to Section 3.12(c)(i) of this Agreement) is funded by payment from the Swing Line Lender to the Administrative Agent, any and all payments by the Borrower in respect of any Daylight Overdraft Loan (including any Daylight Overdraft Loan converted into a Loan pursuant to Section 3.12(c)(i) of this Agreement) shall be made to the Administrative Agent solely for the benefit of the Daylight Overdraft Bank. (h) Anything contained herein to the contrary notwithstanding, in the event that any Lender becomes a Defaulting Lender, then the Daylight Overdraft Bank may, in its sole discretion, require such Defaulting Lender or, in the event such Defaulting Lender fails to do so, require the Borrower to deposit Cash Collateral with the Administrative Agent in an aggregate amount equal to such Defaulting Lender participations in any requested or outstanding Daylight Overdraft Loans, a first priority security interest in which Cash Collateral is hereby granted in favor of the Administrative Agent, for the sole benefit of the Daylight Overdraft Bank. In the event in each that such case Defaulting Lender fails to deposit Cash Collateral as required hereby and the provisions ofBorrower is required to do so, the Borrower may, at any time thereafter, upon five (5) Business Days prior written notice to such Defaulting Lender, require that such Defaulting Lender terminate its obligations hereunder and under the other Loan Documents and transfer all of its Lender’s Aggregate Accommodations to one or more of the existing Lenders(upon their consent to accept such accommodations) or to one or more new Lenders acceptable to the Borrower and the Administrative Agent if such transferee Lenders can be found.

Daylight Overdraft Loans. (a) Subject to the terms and conditions of this Agreement, including but not limited to Sections 4.13(c) and 6.2 of this Agreementhereof, the Borrowers Daylight Overdraft Lender shall make daylight overdraft loans with respect to Deposit Accounts of any Borrower located at the Administrative Agent (individually, a “Daylight Overdraft Loan” and, collectively, the “Daylight Overdraft Loans”) to such Borrower from time to time on any applicable Business Day during the Working Capital Facility Commitment Period in an aggregate principal amount at any one time outstanding not to exceed the Daylight Overdraft Loan Sub-Limit then in effect; provided that (i) the aggregate principal amount of Daylight Overdraft Loans outstanding at any time (including any such new Daylight Overdraft Loans), when aggregated with the Daylight Overdraft Lender’s Working Capital Facility Commitment Percentage of the Total Working Capital Facility Extensions of Credit, may request exceed such Daylight Overdraft Lender’s Working Capital Facility Commitment then in effect and (ii) neither the Borrowers’ Agent nor any Borrower shall request, and the Daylight Overdraft Bank agrees to considerLender shall not make, on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY BASIS, making any Daylight Overdraft Loans Loan if, after giving effect to the Borrowers from time making of such Daylight Overdraft Loan, the aggregate amount of the Available Working Capital Facility Commitments would be less than zero; provided further that, after giving effect to time during any Daylight Overdraft Loan requested by the period from Borrowers’ Agent, each of the conditions set forth in Section 6.2(b), (c), (d) and including (e) shall be satisfied or waived. During the Amendment Effective Date to but not including the Revolving Credit Termination Date. The Borrowers Working Capital Facility Commitment Period, each Borrower may request the use of the Daylight Overdraft Loans Loan Sub-Limit by borrowing, prepaying the Daylight Overdraft Loans in whole or in part, repaying and requesting the reborrowing thereofreborrowing, all in accordance with the terms and conditions hereof; provided, however, that, after giving effect to any Loan, including any Daylight Overdraft Loan, or the issuance of any Letter of Credit hereunder: (i) without the express written consent of such Lender, no Lender’s Credit Extensions, including any participations in Daylight Overdraft Loans purchased by such Lender in accordance with Section 2.3(c)(ii) and any participations in Swing Line Loans purchased by such Lender in accordance with Section 2.2(d)(ii) (other than the Daylight Overdraft Bank’s Credit Extensions) shall exceed the lesser of (1) such Lender’s Uncommitted Participation Amount (including any increase or reduction thereof in accordance with the terms of this Agreement) or (2) such Lender’s Uncommitted Participation Percentage of the Borrowing Base then in effect; (ii) the Facility Usage shall not exceed the lesser of (A) the Elected Facility Amount or (B) the Borrowing Base; and (iii) the Borrowers will be in compliance with the sublimits set forth in Section 2.4 of this Agreement. (b) During the period from and including the Amendment Effective Date to but not including the Revolving Credit Termination Date, the Borrowers may request to borrow Daylight Overdraft Loans on any Business Day (so long as, after giving effect to any such Daylight Overdraft Loan, no Lender’s Credit Extensions nor the Facility Usage violates the limitations set forth in Section 2.3(a) of this Agreement or the sublimits set forth in Section 2.4 of this Agreement), provided that Texadian shall notify the Administrative Agent and the Daylight Overdraft Bank of such request by telephone no later than 11:00 a.m., New York City time, on the day of the proposed Daylight Overdraft Loan specifying (i) that such Loan is to be a Daylight Overdraft Loan, (ii) the amount to be borrowed, and (iii) the date such Daylight Overdraft Loan is to be made (provided, however, that if no date for such Daylight Overdraft Loan to be made is specified, then the date such Daylight Overdraft Loan is to be made will be assumed to be the date such Daylight Overdraft Loan is requested). Each such telephonic request shall be irrevocable and shall be promptly confirmed by a Borrowing Request delivered by hand or facsimileBase Rate Loans. (c) If, for any reason a Daylight Overdraft Bank is not repaid on the day such Daylight Overdraft Loan was made, the Administrative Agent may, on or after the immediately following Business Day, effect repayment of the unpaid amount of such Daylight Overdraft Loan as follows: (i) Without any request therefor from the Borrowers, the Administrative Agent may make at all times from and including the Amendment Effect Date, a Swing Line Loan to the Borrowers, the proceeds of which shall be applied to repay all or a portion of the unpaid amount of such Daylight Overdraft Loan. Upon making such Swing Line Loan, the Administrative Agent will send notice thereof to the Borrowers and the Lenders (unless the Administrative Agent has received a written Notice of Declining Lender from one or more Lenders (A) in the case of a Daylight Overdraft Loan requested by the Borrowers, prior to 5:00 p.m., New York City time, one (1) Business Day prior to the Administrative Agent’s receipt of any Borrowing Request for the applicable Daylight Overdraft Loan, and (B) in the case of a Daylight Overdraft Loan not requested by the Borrowers to reimburse a drawing under a Letter of Credit, prior to 5:00 p.m., New York City time, one (1) Business Day prior to the Issuing Bank’s receipt of the Application for the applicable Letter of Credit, in which event in each such case the provisions of Section 2.8 of this Agreement shall be applicable), whereupon, as applicable, either the Swing Line Lender (including the Daylight Overdraft Bank to the extent that it is also the Swing Line Lender) shall fund such Swing Line Loan without offset, deduction or counterclaim or the Lenders (including the Daylight Overdraft Bank to the extent that it is also a Lender), other than any Lender that has elected to become a Declining Lender in accordance with this Agreement with respect to such Daylight Overdraft Loan, shall fund their respective pro rata share of such Revolving Credit Loan without offset, deduction or counterclaim. (ii) Notwithstanding any other provisions of this Agreement to the contrary, to the extent that all or any portion of such Swing Line Loan may not be (A) legally made by the Administrative Agent to the Borrowers for any other reason (including the bankruptcy or insolvency of any Borrower), or (B) made by the Administrative Agent because any of the conditions precedent to the making of a Swing Line Loan pursuant to Section 2.2(a) of this Agreement, as applicable, or Section 6.2 of this Agreement could not be fulfilled as of the date such Swing Line Loan would otherwise have been made, each Lender severally, unconditionally and irrevocably agrees that it shall, without regard to the occurrence of any Default or Event of Default, purchase a participating interest in such Daylight Overdraft Loan in an amount equal to such Lender’s pro rata share of such Daylight Overdraft Loan (unless the Administrative Agent has received a written Notice of Declining Lender from one or more Lenders (A) in the case of a Daylight Overdraft Loan requested by the Borrowers, prior to 5:00 p.m., New York City time, one (1) Business Day prior to the Administrative Agent’s receipt of any Borrowing Request for the applicable Daylight Overdraft Loan, and (B) in the case of a Daylight Overdraft Loan not requested by the Borrowers to reimburse a drawing under a Letter of Credit, prior to 5:00 p.m., New York City time, one (1) Business Day prior to the Issuing Bank’s receipt of the Application for applicable Letter of Credit, in which event in each such case the provisions of

Daylight Overdraft Loans. (a) Subject to the terms and conditions hereof, the Daylight Overdraft Lender agrees to make daylight overdraft loans with respect to Deposit Accounts of this Agreementthe Borrowers located at the Collateral Agent (individually, including but a “Daylight Overdraft Loan” and collectively, the “Daylight Overdraft Loans”) to each Borrower from time-to-time during the Commitment Period in an aggregate principal amount at any one time outstanding not limited to Sections 4.13(cexceed the Daylight Overdraft Loans Sub-Limit then in effect; provided that, (i) the aggregate principal amount of Daylight Overdraft Loans outstanding at any time, when aggregated with the Daylight Overdraft Lender’s Commitment Percentage of the Total Extensions of Credit, may exceed the Daylight Overdraft Loan Sub-Limit then in effect or such Daylight Overdraft Lender’s Commitment then in effect and 6.2 (ii) the Borrowers shall not request, and the Daylight Overdraft Lender shall not make, any Daylight Overdraft Loan if, after giving effect to the making of this Agreementsuch Daylight Overdraft Loan, the aggregate amount of the Available Commitments would be less than zero. During the Commitment Period, the Borrowers may request and use the Daylight Overdraft Bank agrees to consider, on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY BASIS, making Daylight Overdraft Loans to the Borrowers from time to time during the period from and including the Amendment Effective Date to but not including the Revolving Credit Termination Date. The Borrowers may request the use of the Daylight Overdraft Loans Loan Sub-Limit by borrowing, prepaying the Daylight Overdraft Loans in whole or in part, repaying and requesting the reborrowing thereofreborrowing, all in accordance with the terms and conditions hereof; provided, however, that, after giving effect to any Loan, including any Daylight Overdraft Loan, or the issuance of any Letter of Credit hereunder: (i) without the express written consent of such Lender, no Lender’s Credit Extensions, including any participations in Daylight Overdraft Loans purchased by such Lender in accordance with Section 2.3(c)(ii) and any participations in Swing Line Loans purchased by such Lender in accordance with Section 2.2(d)(ii) (other than the Daylight Overdraft Bank’s Credit Extensions) shall exceed the lesser of (1) such Lender’s Uncommitted Participation Amount (including any increase or reduction thereof in accordance with the terms of this Agreement) or (2) such Lender’s Uncommitted Participation Percentage of the Borrowing Base then in effect; (ii) the Facility Usage shall not exceed the lesser of (A) the Elected Facility Amount or (B) the Borrowing Base; and (iii) the Borrowers will be in compliance with the sublimits set forth in Section 2.4 of this Agreement. (b) During the period from and including the Amendment Effective Date to but not including the Revolving Credit Termination Date, the Borrowers may request to borrow Daylight Overdraft Loans on any Business Day (so long asshall be Base Rate Loans. Subject to Section 2.6, after giving effect to any such each Daylight Overdraft Loan, no Lender’s Credit Extensions nor the Facility Usage violates the limitations set forth in Section 2.3(a) of this Agreement or the sublimits set forth in Section 2.4 of this Agreement), provided that Texadian Loan shall notify the Administrative Agent and the Daylight Overdraft Bank of such request by telephone no later than 11:00 a.m., mature at 4:00 p.m. (New York City time), on the day of the proposed Daylight Overdraft Loan specifying (i) that such Loan is to be a Daylight Overdraft Loan, (ii) the amount to be borrowed, and (iii) the date such Daylight Overdraft Loan is to be made (provided, however, that if no date for such Daylight Overdraft Loan to be made is specified, then the date such Daylight Overdraft Loan is to be made will be assumed to be the date such Daylight Overdraft Loan is requested). Each such telephonic request shall be irrevocable and shall be promptly confirmed by a Borrowing Request delivered by hand or facsimileDate therefor. (c) If, for any reason a Daylight Overdraft Bank is not repaid on the day such Daylight Overdraft Loan was made, the Administrative Agent may, on or after the immediately following Business Day, effect repayment of the unpaid amount of such Daylight Overdraft Loan as follows: (i) Without any request therefor from the Borrowers, the Administrative Agent may make at all times from and including the Amendment Effect Date, a Swing Line Loan to the Borrowers, the proceeds of which shall be applied to repay all or a portion of the unpaid amount of such Daylight Overdraft Loan. Upon making such Swing Line Loan, the Administrative Agent will send notice thereof to the Borrowers and the Lenders (unless the Administrative Agent has received a written Notice of Declining Lender from one or more Lenders (A) in the case of a Daylight Overdraft Loan requested by the Borrowers, prior to 5:00 p.m., New York City time, one (1) Business Day prior to the Administrative Agent’s receipt of any Borrowing Request for the applicable Daylight Overdraft Loan, and (B) in the case of a Daylight Overdraft Loan not requested by the Borrowers to reimburse a drawing under a Letter of Credit, prior to 5:00 p.m., New York City time, one (1) Business Day prior to the Issuing Bank’s receipt of the Application for the applicable Letter of Credit, in which event in each such case the provisions of Section 2.8 of this Agreement shall be applicable), whereupon, as applicable, either the Swing Line Lender (including the Daylight Overdraft Bank to the extent that it is also the Swing Line Lender) shall fund such Swing Line Loan without offset, deduction or counterclaim or the Lenders (including the Daylight Overdraft Bank to the extent that it is also a Lender), other than any Lender that has elected to become a Declining Lender in accordance with this Agreement with respect to such Daylight Overdraft Loan, shall fund their respective pro rata share of such Revolving Credit Loan without offset, deduction or counterclaim. (ii) Notwithstanding any other provisions of this Agreement to the contrary, to the extent that all or any portion of such Swing Line Loan may not be (A) legally made by the Administrative Agent to the Borrowers for any other reason (including the bankruptcy or insolvency of any Borrower), or (B) made by the Administrative Agent because any of the conditions precedent to the making of a Swing Line Loan pursuant to Section 2.2(a) of this Agreement, as applicable, or Section 6.2 of this Agreement could not be fulfilled as of the date such Swing Line Loan would otherwise have been made, each Lender severally, unconditionally and irrevocably agrees that it shall, without regard to the occurrence of any Default or Event of Default, purchase a participating interest in such Daylight Overdraft Loan in an amount equal to such Lender’s pro rata share of such Daylight Overdraft Loan (unless the Administrative Agent has received a written Notice of Declining Lender from one or more Lenders (A) in the case of a Daylight Overdraft Loan requested by the Borrowers, prior to 5:00 p.m., New York City time, one (1) Business Day prior to the Administrative Agent’s receipt of any Borrowing Request for the applicable Daylight Overdraft Loan, and (B) in the case of a Daylight Overdraft Loan not requested by the Borrowers to reimburse a drawing under a Letter of Credit, prior to 5:00 p.m., New York City time, one (1) Business Day prior to the Issuing Bank’s receipt of the Application for applicable Letter of Credit, in which event in each such case the provisions of

Daylight Overdraft Loans. (a) Subject to the terms and conditions of this Agreement, including but not limited to Sections 4.13(c) and 6.2 of this Agreementhereof, the Borrowers Daylight Overdraft Lender agrees to make daylight overdraft loans with respect to Deposit Accounts of the Borrower located at the Collateral Agent (individually, a “Daylight Overdraft Loan” and collectively, the “Daylight Overdraft Loans”) to the Borrower from time-to-time during the Commitment Period in an aggregate principal amount at any one time outstanding not to exceed the Daylight Overdraft Loans Sub-Limit then in effect; provided that, (i) the aggregate principal amount of Daylight Overdraft Loans outstanding at any time, when aggregated with the Daylight Overdraft Lender’s Commitment Percentage of the Total Extensions of Credit, may request exceed the Daylight Overdraft Loan Sub-Limit then in effect or such Daylight Overdraft Lender’s Commitment then in effect and (ii) the Borrower shall not request, and the Daylight Overdraft Bank agrees to considerLender shall not make, on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY BASIS, making any Daylight Overdraft Loans Loan if, after giving effect to the Borrowers from time to time during making of such Daylight Overdraft Loan, the period from and including aggregate amount of the Amendment Effective Date to but not including Available Commitments would be less than zero. During the Revolving Credit Termination Date. The Borrowers Commitment Period, the Borrower may request the use of the Daylight Overdraft Loans Loan Sub-Limit by borrowing, prepaying the Daylight Overdraft Loans in whole or in part, repaying and requesting the reborrowing thereofreborrowing, all in accordance with the terms and conditions hereof; provided, however, that, after giving effect to any Loan, including any Daylight Overdraft Loan, or the issuance of any Letter of Credit hereunder: (i) without the express written consent of such Lender, no Lender’s Credit Extensions, including any participations in Daylight Overdraft Loans purchased by such Lender in accordance with Section 2.3(c)(ii) and any participations in Swing Line Loans purchased by such Lender in accordance with Section 2.2(d)(ii) (other than the Daylight Overdraft Bank’s Credit Extensions) shall exceed the lesser of (1) such Lender’s Uncommitted Participation Amount (including any increase or reduction thereof in accordance with the terms of this Agreement) or (2) such Lender’s Uncommitted Participation Percentage of the Borrowing Base then in effect; (ii) the Facility Usage shall not exceed the lesser of (A) the Elected Facility Amount or (B) the Borrowing Base; and (iii) the Borrowers will be in compliance with the sublimits set forth in Section 2.4 of this Agreement. (b) During the period from and including the Amendment Effective Date to but not including the Revolving Credit Termination Date, the Borrowers may request to borrow Daylight Overdraft Loans on any Business Day (so long asShall Be Base Rate Loans. Subject to Section 2.6, after giving effect to any such each Daylight Overdraft Loan, no Lender’s Credit Extensions nor the Facility Usage violates the limitations set forth in Section 2.3(a) of this Agreement or the sublimits set forth in Section 2.4 of this Agreement), provided that Texadian Loan shall notify the Administrative Agent and the Daylight Overdraft Bank of such request by telephone no later than 11:00 a.m., mature at 4:00 p.m. (New York City time), on the day of the proposed Daylight Overdraft Loan specifying (i) that such Loan is to be a Daylight Overdraft Loan, (ii) the amount to be borrowed, and (iii) the date such Daylight Overdraft Loan is to be made (provided, however, that if no date for such Daylight Overdraft Loan to be made is specified, then the date such Daylight Overdraft Loan is to be made will be assumed to be the date such Daylight Overdraft Loan is requested). Each such telephonic request shall be irrevocable and shall be promptly confirmed by a Borrowing Request delivered by hand or facsimileDate therefor. (c) If, for any reason a Daylight Overdraft Bank is not repaid on the day such Daylight Overdraft Loan was made, the Administrative Agent may, on or after the immediately following Business Day, effect repayment of the unpaid amount of such Daylight Overdraft Loan as follows: (i) Without any request therefor from the Borrowers, the Administrative Agent may make at all times from and including the Amendment Effect Date, a Swing Line Loan to the Borrowers, the proceeds of which shall be applied to repay all or a portion of the unpaid amount of such Daylight Overdraft Loan. Upon making such Swing Line Loan, the Administrative Agent will send notice thereof to the Borrowers and the Lenders (unless the Administrative Agent has received a written Notice of Declining Lender from one or more Lenders (A) in the case of a Daylight Overdraft Loan requested by the Borrowers, prior to 5:00 p.m., New York City time, one (1) Business Day prior to the Administrative Agent’s receipt of any Borrowing Request for the applicable Daylight Overdraft Loan, and (B) in the case of a Daylight Overdraft Loan not requested by the Borrowers to reimburse a drawing under a Letter of Credit, prior to 5:00 p.m., New York City time, one (1) Business Day prior to the Issuing Bank’s receipt of the Application for the applicable Letter of Credit, in which event in each such case the provisions of Section 2.8 of this Agreement shall be applicable), whereupon, as applicable, either the Swing Line Lender (including the Daylight Overdraft Bank to the extent that it is also the Swing Line Lender) shall fund such Swing Line Loan without offset, deduction or counterclaim or the Lenders (including the Daylight Overdraft Bank to the extent that it is also a Lender), other than any Lender that has elected to become a Declining Lender in accordance with this Agreement with respect to such Daylight Overdraft Loan, shall fund their respective pro rata share of such Revolving Credit Loan without offset, deduction or counterclaim. (ii) Notwithstanding any other provisions of this Agreement to the contrary, to the extent that all or any portion of such Swing Line Loan may not be (A) legally made by the Administrative Agent to the Borrowers for any other reason (including the bankruptcy or insolvency of any Borrower), or (B) made by the Administrative Agent because any of the conditions precedent to the making of a Swing Line Loan pursuant to Section 2.2(a) of this Agreement, as applicable, or Section 6.2 of this Agreement could not be fulfilled as of the date such Swing Line Loan would otherwise have been made, each Lender severally, unconditionally and irrevocably agrees that it shall, without regard to the occurrence of any Default or Event of Default, purchase a participating interest in such Daylight Overdraft Loan in an amount equal to such Lender’s pro rata share of such Daylight Overdraft Loan (unless the Administrative Agent has received a written Notice of Declining Lender from one or more Lenders (A) in the case of a Daylight Overdraft Loan requested by the Borrowers, prior to 5:00 p.m., New York City time, one (1) Business Day prior to the Administrative Agent’s receipt of any Borrowing Request for the applicable Daylight Overdraft Loan, and (B) in the case of a Daylight Overdraft Loan not requested by the Borrowers to reimburse a drawing under a Letter of Credit, prior to 5:00 p.m., New York City time, one (1) Business Day prior to the Issuing Bank’s receipt of the Application for applicable Letter of Credit, in which event in each such case the provisions of

Daylight Overdraft Loans. (a) Subject From time to time, subject to approval of the terms and conditions of this Agreement, including but not limited to Sections 4.13(c) and 6.2 of this AgreementAdministrative Agent in its sole discretion, the Borrowers Borrower may request and that the Daylight Overdraft Bank agrees pay certain accounts payable of the Borrower on a Business Day notwithstanding that the Accounts of the Borrower contain insufficient funds to considermake such payment on such Business Day. To cover payment of any such account payable prior to collection thereof, the Daylight Overdraft Bank may, in its sole discretion on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY BASISbasis, making and without any obligation to do so, elect to make a Daylight Overdraft Loans Loan by debiting the amount thereof to an account of the Borrowers from time to time during the period from and including the Amendment Effective Date to but not including the Revolving Credit Termination Date. The Borrowers may request the use of Borrower at the Daylight Overdraft Loans by borrowingBank in which the Collateral Agent shall have been granted a security interest notwithstanding that sufficient collected funds are not available in such account to cover such payment, prepaying the Daylight Overdraft Loans in whole or in part, and requesting the reborrowing thereof, all in accordance with the terms and conditions hereof; provided, however, that, provided that after giving effect to any Loan, including any Daylight Overdraft Loan, or the issuance of any Letter of Credit hereunderLoan requested: (i) without the express written consent aggregate principal amount of such Lender, no Lender’s Credit Extensions, including any participations in all Daylight Overdraft Loans purchased by such Lender in accordance with Section 2.3(c)(ii) and outstanding at any participations in Swing Line Loans purchased by such Lender in accordance with Section 2.2(d)(ii) (other than one time shall not exceed the Daylight Overdraft Bank’s Sublimit; and (ii) the Aggregate Outstanding Extensions of Credit Extensions) (taking into account any new Daylight Overdraft Loans), shall not exceed the lesser of (1) such Lender’s Uncommitted Participation the Maximum Availability Amount (including any increase or reduction thereof then in accordance with the terms of this Agreement) effect or (2) such Lender’s Uncommitted Participation Percentage of the Borrowing Base then in effectCollateral Pool; (ii) the Facility Usage shall not exceed the lesser of (A) the Elected Facility Amount or (B) the Borrowing Base; and (iii) the Borrowers will be Combined Facilities Aggregate Outstanding Extensions of Credit (taking into account any new Daylight Overdraft Loans), shall not exceed the least of (1) Combined Facilities Maximum Amount then in compliance with effect, (2) the sublimits set forth in Section 2.4 of this Agreement.Collateral Pool, or (3) $700,000,000; and (biv) During the period from and including the Amendment Effective Date to but not including the Revolving Credit Termination Date, the Borrowers may request to borrow Daylight Overdraft Loans on any Business Day (so long as, after giving effect to any such Daylight Overdraft Loan, no Lender’s Credit Extensions nor the Facility Usage violates the limitations set forth in Section 2.3(a) of this Agreement or the sublimits set forth in Section 2.4 of this Agreement), provided that Texadian shall notify the Administrative Agent and the Daylight Overdraft Bank of such request by telephone no later than 11:00 a.m., New York City time, on the day of the proposed Daylight Overdraft Loan specifying may be used only (i) that such Loan is to be refinance reimbursement obligations owed to any Letter of Credit Issuer after a Daylight Overdraft LoanLetter of Credit Issuer honors a payment under a Letter of Credit at settlement, and (ii) the amount to be borrowed, and (iii) the date such Daylight Overdraft Loan is finance payments to be made (providedfrom the related deposit account of the Borrower held with the Administrative Agent, however, that if no date for such Daylight Overdraft Loan so long as the proceeds of Eligible Accounts Receivable covering the same are reasonably expected to be made is specified, then the date such Daylight Overdraft Loan is to be made will be assumed to be the date such Daylight Overdraft Loan is requested). Each such telephonic request shall be irrevocable and shall be promptly confirmed by a Borrowing Request delivered by hand or facsimile. (c) If, for any reason a Daylight Overdraft Bank is not repaid received on the day such Daylight Overdraft Loan was is made. (b) THE BORROWER ACKNOWLEDGES AND AGREES THAT THE DAYLIGHT OVERDRAFT BANK HAS NO DUTY TO FUND ANY DAYLIGHT OVERDRAFT LOAN REQUESTED BY THE BORROWER BUT THAT THE DAYLIGHT OVERDRAFT BANK WILL EVALUATE EACH LOAN REQUEST AND IN ITS ABSOLUTE AND SOLE DISCRETION WILL DECIDE WHETHER TO FUND SUCH LOAN REQUEST. (c) To the extent that any Daylight Overdraft Loan is not repaid at the end of any Business Day, the Administrative Agent may, on or after the immediately following Business Day, effect repayment of the unpaid amount of such Daylight Overdraft Loan as follows: (i) Without any request therefor from the BorrowersBorrower, the Administrative Agent may make at all times from and including the Amendment Effect Date, a Swing Line Loan to the BorrowersBorrower on behalf of the Swing Line Lender, the proceeds of which shall be applied to repay all or a portion of the unpaid amount of such Daylight Overdraft Loan. Upon making such Swing Line Loan, the Administrative Agent will send notice thereof to the Borrowers Borrower and the Lenders (unless the Administrative Agent has received a written Notice of Declining Lender from one or more Lenders (A) in the case of a Daylight Overdraft Loan requested by the BorrowersSwing Line Lender, prior to 5:00 p.m., New York City time, one (1) Business Day prior to the Administrative Agent’s receipt of any Borrowing Request for the applicable Daylight Overdraft Loan, and (B) in the case of a Daylight Overdraft Loan not requested by the Borrowers to reimburse a drawing under a Letter of Credit, prior to 5:00 p.m., New York City time, one (1) Business Day prior to the Issuing Bank’s receipt of the Application for the applicable Letter of Credit, in which event in each such case the provisions of Section 2.8 of this Agreement shall be applicable), whereupon, as applicable, either whereupon the Swing Line Lender (including the Daylight Overdraft Bank to the extent that it is also the Swing Line Lender) shall fund such Swing Line Loan without offset, deduction or counterclaim or the Lenders (including the Daylight Overdraft Bank to the extent that it is also a Lender), other than any Lender that has elected to become a Declining Lender in accordance with this Agreement with respect to such Daylight Overdraft Loan, shall fund their respective pro rata share of such Revolving Credit Loan without offset, deduction or counterclaim. (ii) Notwithstanding any other provisions of this Agreement to the contrary, to the extent that all or any portion of such Swing Line Loan may not be (A) legally made by the Administrative Agent to the Borrowers Borrower for any other reason (including the bankruptcy or insolvency of any the Borrower), or (B) made by the Administrative Agent because any of the conditions precedent to the making of a Swing Line Loan pursuant to Section 2.2(a) of this Agreement, as applicable, or Section 6.2 6.02 of this Agreement could were not be fulfilled as of the date such Swing Line Loan would otherwise have been made, each Lender severally, unconditionally and irrevocably agrees that it shall, without regard shall be deemed to the occurrence of any Default or Event of Default, purchase have purchased a participating participation interest in the unpaid amount of such Daylight Overdraft Loan in an amount equal to such Lender’s pro rata share 's Pro Rata Share thereof and shall fund the amount of such Daylight Overdraft Loan (unless participation interest to the Administrative Agent has ON DEMAND. Unless the Administrative Agent shall have received a written Notice of Declining Lender from one or more Lenders (A) in the case of a Daylight Overdraft Loan requested by the Borrowers, prior to 5:00 p.m., New York City time, one (1) Business Day prior to the Administrative Agent’s 's receipt of any Borrowing Request for (in which event the applicable provisions of Section 3.11 of this Agreement hereof shall be applicable), each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation, and the proceeds of such participation shall be distributed by the Administrative Agent to the Daylight Overdraft LoanBank, and to such extent as will reduce the amount of the participating interest retained by the Daylight Overdraft Bank in its Daylight Overdraft Loans. (Biii) Each Lender purchasing a participating interest in Daylight Overdraft Loans under this Section 3.12(c) shall have the case of same rights as a Lender under this Agreement. In the event any Lender fails to make available to a Daylight Overdraft Loan not requested Bank the amount of any such Lender's participation as provided in this Section 3.12(c), the Daylight Overdraft Bank shall be entitled to recover such amount on demand from such Lender together with interest at the customary rate set by the Borrowers to reimburse a drawing under a Letter Daylight Overdraft Bank for correction of Credit, prior to 5:00 p.m., New York City time, errors among banks for one (1) Business Day prior and thereafter. (d) Each Lender's obligation to purchase participating interests pursuant to Section 3.12(c) of this Agreement hereof shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have against the Daylight Overdraft Bank, the Borrower or any other Person, as the case may be, for any reason whatsoever; (ii) the occurrence or continuance of a Default or Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any of its Subsidiaries; (iv) any breach of this Agreement by the Borrower or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (e) Unless and until each Daylight Overdraft Loan is repaid from the proceeds of a Loan or otherwise, each such Daylight Overdraft Loan shall constitute a Loan from the Daylight Overdraft Bank to the Issuing Bank’s receipt Borrower which is payable ON DEMAND, which bears interest at the Alternative Base Rate plus the Applicable Margin plus 0.50% per annum, and which shall otherwise be entitled to all of the Application benefits of, and the security provided for in, the Loan Documents. (f) Each of the conditions precedent set forth in Section 6.02 of this Agreement shall be fully applicable Letter to any Daylight Overdraft Loans except to the extent expressly stated to the contrary in this Section 3.12. (g) Notwithstanding anything to the contrary in this Agreement or in the other Loan Documents, (i) the Daylight Overdraft Loans (including any Daylight Overdraft Loan converted into a Swing Line Loan pursuant to Section 3.12(c)(i) of Creditthis Agreement) shall rank pari passu with all other senior debt of the Borrower and shall be secured by the Collateral, and (ii) unless and until each Daylight Overdraft Loan (including any Daylight Overdraft Loan converted into a Swing Line Loan pursuant to Section 3.12(c)(i) of this Agreement) is funded by payment from the Swing Line Lender to the Administrative Agent, any and all payments by the Borrower in respect of any Daylight Overdraft Loan (including any Daylight Overdraft Loan converted into a Loan pursuant to Section 3.12(c)(i) of this Agreement) shall be made to the Administrative Agent solely for the benefit of the Daylight Overdraft Bank. (h) Anything contained herein to the contrary notwithstanding, in the event that any Lender becomes a Defaulting Lender, then the Daylight Overdraft Bank may, in its sole discretion, require such Defaulting Lender or, in the event such Defaulting Lender fails to do so, require the Borrower to deposit Cash Collateral with the Administrative Agent in an aggregate amount equal to such Defaulting Lender participations in any requested or outstanding Daylight Overdraft Loans, a first priority security interest in which Cash Collateral is hereby granted in favor of the Administrative Agent, for the sole benefit of the Daylight Overdraft Bank. In the event in each that such case Defaulting Lender fails to deposit Cash Collateral as required hereby and the provisions ofBorrower is required to do so, the Borrower may, at any time thereafter, upon five (5) Business Days prior written notice to such Defaulting Lender, require that such Defaulting Lender terminate its obligations hereunder and under the other Loan Documents and transfer all of its Lender's Aggregate Accommodations to one or more of the existing Lenders(upon their consent to accept such accommodations) or to one or more new Lenders acceptable to the Borrower and the Administrative Agent if such transferee Lenders can be found.