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 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) Each Co-Borrower hereby agrees to immediately reimburse 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, 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 2 hereof with respect to the amounts of, the timing of requests for, and the repayment of Loans hereunder and in 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 8.1 hereof, to make a Base Rate Loan to the applicable Co-Borrower on each day on which a draw is made under 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 and the applicable Co-Borrower shall deliver to the Agent a Request for Advance requesting the making of such Base Rate Loan on the day of any such draw; provided, however, the failure of the applicable Co-Borrower to deliver 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 2.2(e) hereof and its Commitment Percentage, without reduction for any set-off or counterclaim of any nature whatsoever and regardless of whether any Default or Event of Default (other than with respect to an event described in clauses (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 clauses (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 Co-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 such Event of Default, 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 hereunder shall be subject to the terms and conditions of Section 2.2(e) hereof. The obligation 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 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) Each Co-Borrower agrees that each Loan 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 under the Commitment and shall be payable and bear interest in accordance with all other Loans.

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 applicable Co-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) Each Co-Borrower hereby agrees to immediately reimburse an Issuing Bank for amounts paid by such Issuing Bank in respect the requirements of draws under a that Letter of Credit. In order to facilitate such repayment, each Co-Borrower hereby irrevocably requests the Banks, event of any conflict between the terms of any Reimbursement Agreement and the Banks hereby severally agreeterms of this Agreement, on the terms and conditions of this Agreement (other than as provided in Article 2 hereof with respect to the amounts of, the timing of requests for, shall control; and the repayment terms of Loans hereunder and in 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 8.1 hereof, to make a Base Rate Loan to the applicable Co-Borrower on each day on which a draw is made under 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 and the applicable Co-Borrower shall deliver to the Agent a Request for Advance requesting the making of such Base Rate Loan on the day of any such draw; provided, however, the failure of the applicable Co-Borrower to deliver a Request for Advance 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 2.2(e) hereof and its Commitment Percentage, without reduction for any set-off or counterclaim of any nature whatsoever and regardless of whether any Default or Event of Default (other than with respect to an event described in clauses (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 clauses (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 Co-Borrowers, 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 face amount of the Letters of Credit outstanding multiplied by such Bank's Commitment Percentage, and each Bank shall, notwithstanding such Event of Default, 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 hereunder shall be subject to the terms and conditions of Section 2.2(e) hereof. The obligation 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 Business 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) Each Co-Borrower agrees that each Loan 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 under the Commitment and shall be payable and bear interest in accordance with all other Loans.

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) Each Co-The Borrower hereby agrees to immediately reimburse an 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, each Co-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 2 ARTICLE II hereof with respect to the amounts of, the timing of requests for, and the repayment of Loans hereunder and in Article 4 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 clauses (gSECTION 9.1(J) 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 any 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 and the applicable Co-draw. The Borrower shall agrees to 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 a such Loan 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 2.2(eSECTION 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 clauses (gSECTION 2.3(E) 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 clauses (gSECTION 9.1(J) 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 Co-BorrowersBorrower, 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 of such Event of Defaultevent, 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 hereunder SECTION 3.2 shall be subject to the terms and conditions of Section 2.2(eSECTION 2.3(E) hereof. The obligation obligations 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 Business (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) Each Co-The 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 Loans.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 Upon receipt of any draw against a Letter of Credit has drawn on the sameCredit, the Agent shall promptly notify the applicable Co-Borrower and each Bank, by telephone or telecopy, of the amount of such draw and the draw and, in the case of each Bank, such Bank's portion date for payment of such draw amount as calculated in accordance with its Commitment Percentage. (b) Each Co-draw. The Borrower hereby agrees to immediately reimburse 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, each Co-Borrower hereby irrevocably requests the Banks, and the Banks hereby severally agreedeposit with Agent, on the terms and conditions first Business Day subsequent to such notice, funds sufficient to pay all Letter of this Agreement (other than as provided in Article 2 hereof Credit Obligations with respect to such draws. So long as all of the amounts ofconditions set forth in Sections 2.4 and 7 hereof are complied with, the timing of requests for, and the repayment of Loans hereunder and in Article 4 hereof Borrower shall be entitled to fund such deposit with respect to conditions precedent to Loans hereunder), with respect to any drawing under a Letter of Credit prior to the occurrence proceeds of an Advance requested in accordance with Section 2.4 hereof. In the event described in clauses (g) that sufficient funds are not deposited with Agent on or (h) before the date for payment of Section 8.1 hereofa draw, to make a Base Rate Loan to the applicable Co-Borrower on each day on which a draw is made Agent shall so notify Banks and, immediately upon Agent's payment under any Letter of Credit and in for all purposes of this Agreement and the Documents, the amount paid as a result 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 : (i) shall constitute an Advance made by it upon such draw and the applicable Co-Borrower shall deliver to the Agent a Request for Advance requesting the making of such Base Rate Loan on the day of any such draw; provided, however, the failure of the applicable Co-Borrower to deliver 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 Banks in accordance with Section 2.2(e) hereof and its Commitment Percentagethe Percentages in effect on such date, without reduction for any set-off whether or counterclaim of any nature whatsoever and regardless of whether any Default not the Borrower is then entitled to request Advances under this Agreement or Event of Default (other than with respect to an event described is in clauses (g) default hereunder 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 clauses (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 Co-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 such Event of Default, 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 otherwise (and the Issuing Bank Borrower shall deliver not be entitled to refuse any such Bank a loan participation certificate dated Advance); (ii) shall be evidenced by the date of Notes evidencing the occurrence of such event Advances; (iii) shall bear interest at the Default Rate applicable to Prime-based Advances until repaid; and in the amount of such Bank's Commitment Percentage). The disbursement of funds in connection with a draw under a Letter of Credit (iv) shall be due and payable on demand. (b) Any amounts so paid by Agent pursuant to this Section hereunder shall be subject to the terms and conditions of Section 2.2(e) hereof. The obligation 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 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 YorkDocuments, and (y) thereafter, at shall be covered thereby to the Base Ratefull extent thereof. (c) Each Co-Borrower agrees In the event that each Loan by the Banks Bxxxxxxx fails to reimburse the Issuing Bank for draws under any deposit with Agent funds sufficient to pay Letter of CreditCredit Obligations with respect to any draw (whether through an Advance requested pursuant to Section 2.4 or otherwise) on a timely basis, shallfrom the date of Agent's payment on such draw until such Letter of Credit Obligations resulting from such draw shall have been paid, for all purposes 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 under the Commitment and shall be payable and bear interest in accordance with all other Loans.

Draws Under Letters of Credit. (a) At such time as the Agent shall be notified by the Issuing Bank that the beneficiary under Upon receipt of any draw against a Letter of Credit has drawn on the sameCredit, the Agent shall promptly notify the applicable Co-Borrower and each Bank, by telephone or telecopy, TAG of the amount of such draw and the draw and, in the case of each Bank, such Bank's portion date for payment of such draw amount 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 calculated all of the conditions set forth in Sections 2.8, 8.2 and 8.3 hereof are complied with, TAG shall be entitled to fund such deposit with proceeds of an Advance requested in accordance with its Commitment Percentage. (b) Each Co-Borrower hereby agrees to immediately reimburse an Issuing Bank for amounts paid by such Issuing Bank in respect of draws under a Letter of CreditSection 2.8 -27- 36 hereof. In order to facilitate such repaymentthe event that sufficient funds are not deposited with Agent on or before the date for payment of a draw, each Co-Borrower hereby irrevocably requests the BanksAgent shall so notify Banks and, and the Banks hereby severally agree, on the terms and conditions of this Agreement (other than as provided in Article 2 hereof with respect to the amounts of, the timing of requests for, and the repayment of Loans hereunder and in 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 8.1 hereof, to make a Base Rate Loan to the applicable Co-Borrower on each day on which a draw is made immediately upon Agent's payment under any Letter of Credit and in for all purposes of this Agreement and the Documents, the amount paid as a result 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 and the applicable Co-Borrower : (i) shall deliver to the Agent constitute a Request for Advance requesting the making of such Base Rate Loan on the day of any such draw; provided, however, the failure of the applicable Co-Borrower to deliver a Request for Advance shall not effect the validity of any Base Rate Revolving Loan made hereunder. Each Bank shall fund its share of such Base Rate Loan by paying its portion of such Loan to the Agent Banks in accordance with Section 2.2(e) hereof the 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 its Commitment Percentage, without reduction for any set-off or counterclaim of any nature whatsoever and regardless of whether any Default or Event of Default (other than with respect TAG shall not be entitled to an event described in clauses (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 clauses (g) or (h) of Section 8.1 hereof shall have occurred, then each Bank shall, automatically upon the occurrence of refuse any such event 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 without 42 any action (iv) shall be due and payable on the part of the Issuing Bank, the Co-Borrowers, the demand. (b) Any amounts so paid by 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 such Event of Default, 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 hereunder shall be subject to the terms and conditions of Section 2.2(e) hereof. The obligation 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 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 YorkDocuments, and (y) thereafter, at shall be covered thereby to the Base Ratefull extent thereof. (c) Each Co-Borrower agrees In the event that each Loan by the Banks TAG fails to reimburse the Issuing Bank for draws under any deposit with Agent funds sufficient to pay Letter of CreditCredit Obligations with respect to any draw (whether through an Advance requested pursuant to Section 2.8 or otherwise) on a timely basis, shallfrom the date of Agent's payment on such draw until such Letter of Credit Obligations resulting from such draw shall have been paid, for all purposes 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 under the Commitment and shall be payable and bear interest in accordance with all other Loans.

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 applicable Co-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) Each Co-Borrower hereby agrees to immediately reimburse an Issuing Bank for amounts paid by such Issuing Bank in respect the requirements of draws under a that Letter of Credit. In order to facilitate such repayment, each Co-Borrower hereby irrevocably requests the Banks, event of any conflict between the terms of any Reimbursement Agreement and the Banks hereby severally agreeterms of this Agreement, on the terms and conditions of this Agreement (other than as provided in Article 2 hereof with respect to the amounts of, the timing of requests for, shall control; and the repayment terms of Loans hereunder and in 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 8.1 hereof, to make a Base Rate Loan to the applicable Co-Borrower on each day on which a draw is made under 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 and the applicable Co-Borrower shall deliver to the Agent a Request for Advance requesting the making of such Base Rate Loan on the day of any such draw; provided, however, the failure of the applicable Co-Borrower to deliver a Request for Advance 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 2.2(e) hereof and its Commitment Percentage, without reduction for any set-off or counterclaim of any nature whatsoever and regardless of whether any Default or Event of Default (other than with respect to an event described in clauses (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 clauses (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 Co-Borrowers, 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 face amount of the Letters of Credit outstanding multiplied by such Bank's Commitment Percentage, and each Bank shall, notwithstanding such Event of Default, 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 hereunder shall be subject to the terms and conditions of Section 2.2(e) hereof. The obligation 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 Business 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) Each Co-Borrower agrees that each Loan 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 under the Commitment and shall be payable and bear interest in accordance with all other Loans.

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) Each Co-Borrower hereby agrees to immediately reimburse 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, 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 2 hereof with respect to the amounts of, the timing of requests for, and the repayment of Loans hereunder and in 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 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 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 and the applicable Co-Borrower shall deliver to the Agent a Request for Advance requesting the making of such Base Rate Loan on the day of any such draw; provided, however, the failure of the applicable Co-Borrower to deliver 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 SECTION 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 Default or Event of Default (other than with respect to an event described in clauses (g) or (h) of Section 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 clauses (g) or (h) of Section 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 Co-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 such Event of Default, 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 hereunder shall be subject to the terms and conditions of Section 2.2(e) hereof. The obligation 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 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.in (c) Each Co-Borrower agrees that each Loan 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 under the Commitment and shall be payable and bear interest in accordance with all other Loans.

Draws Under Letters of Credit. (a) At such time as the Agent shall be notified by the Issuing Bank that the beneficiary under Upon receipt of any draw against a Letter of Credit has drawn on the sameCredit, the Agent shall promptly notify the applicable Co-Borrower and each Bank, by telephone or telecopy, TAG of the amount of such draw and the draw and, in the case of each Bank, such Bank's portion date for payment of such draw amount 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 calculated all of the conditions set forth in Sections 2.5 and 7.2 hereof are complied with, TAG shall be entitled to fund such deposit with proceeds of an Advance requested in accordance with its Commitment Percentage. (b) Each Co-Borrower hereby agrees to immediately reimburse an Issuing Bank for amounts paid by such Issuing Bank in respect of draws under a Letter of CreditSection 2.5 hereof. In order to facilitate such repaymentthe event that sufficient funds are not deposited with Agent on or before the date for payment of a draw, each Co-Borrower hereby irrevocably requests the BanksAgent shall so notify Banks and, and the Banks hereby severally agree, on the terms and conditions of this Agreement (other than as provided in Article 2 hereof with respect to the amounts of, the timing of requests for, and the repayment of Loans hereunder and in 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 8.1 hereof, to make a Base Rate Loan to the applicable Co-Borrower on each day on which a draw is made immediately upon Agent's payment under any Letter of Credit and in for all purposes of this Agreement and the Documents, the amount paid as a result 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 and the applicable Co-Borrower : (i) shall deliver to the Agent constitute a Request for Advance requesting the making of such Base Rate Loan on the day of any such draw; provided, however, the failure of the applicable Co-Borrower to deliver a Request for Advance shall not effect the validity of any Base Rate Revolving Loan made hereunder. Each Bank shall fund its share of such Base Rate Loan by paying its portion of such Loan to the Agent Banks in accordance with Section 2.2(e) hereof the 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 its Commitment Percentage, without reduction for any set-off or counterclaim of any nature whatsoever and regardless of whether any Default or Event of Default (other than with respect TAG shall not be entitled to an event described in clauses (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 clauses (g) or (h) of Section 8.1 hereof shall have occurred, then each Bank shall, automatically upon the occurrence of refuse any such event 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 without 42 any action (iv) shall be due and payable on the part of the Issuing Bank, the Co-Borrowers, the demand. (b) Any amounts so paid by 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 such Event of Default, 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 hereunder shall be subject to the terms and conditions of Section 2.2(e) hereof. The obligation 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 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 YorkDocuments, and (y) thereafter, at shall be covered thereby to the Base Ratefull extent thereof. (c) Each Co-Borrower agrees In the event that each Loan by the Banks TAG fails to reimburse the Issuing Bank for draws under any deposit with Agent funds sufficient to pay Letter of CreditCredit Obligations with respect to any draw (whether through an Advance requested pursuant to Section 2.5 or otherwise) on a timely basis, shallfrom the date of Agent's payment on such draw until such Letter of Credit Obligations resulting from such draw shall have been paid, for all purposes 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 under the Commitment and shall be payable and bear interest in accordance with all other Loans.

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 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) Each Co-b The Borrower hereby agrees to immediately reimburse an 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, each Co-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 2 ARTICLE II hereof with respect to the amounts of, the timing of requests for, and the repayment of Loans hereunder and in Article 4 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 clauses (gSECTION 9.1(J) 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 any 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 and the applicable Co-draw. The Borrower shall agrees to 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 a such Loan 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 2.2(eSECTION 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 clauses (gSECTION 2.3(E) 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 clauses (gSECTION 9.1(J) 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 Co-BorrowersBorrower, 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 such Event of Default, 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 hereunder shall be subject to the terms and conditions of Section 2.2(e) hereof. The obligation 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 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) Each Co-Borrower agrees that each Loan 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 under the Commitment and shall be payable and bear interest in accordance with all other Loans.all