Common use of Existing BofA Letters of Credit; Risk Participations, Drawings and Reimbursements Clause in Contracts

Existing BofA Letters of Credit; Risk Participations, Drawings and Reimbursements. (a) On and after the Closing Date, those letters of credit issued by BofA for the account of the Company which are listed in Schedule 3.03 (the "Existing BofA Letters of Credit") shall be deemed for all purposes, including for purposes of the fees to be collected pursuant to subsections 3.08(a) and 3.08(c), and reimbursement of costs and expenses to the extent provided herein, Letters of Credit outstanding under this Agreement and entitled to the benefits of this Agreement and the other Loan Documents, and shall be governed by the applications and agreements pertaining thereto and by this Agreement. Each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank on the Closing Date a participation in each such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) such Bank's Pro Rata Share times (ii) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. For purposes of Section 2.01 and subsection 2.10(b), the Existing BofA Letters of Credit shall be deemed to utilize pro rata the Commitment of each Bank. (b) Immediately upon the Issuance of each Letter of Credit in addition to those described in subsection 3.03(a), each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Pro Rata Share of such Bank, times (ii) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. For purposes of Section 2.01, each Issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Bank by an amount equal to the amount of such participation. (c) Upon the receipt of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the Issuing Bank will promptly notify the Company. Immediately upon reaching a determination that it will pay a drawing under a Letter of Credit and, in the case of a Letter of Credit denominated in an Offshore Currency, upon also determining the Dollar Equivalent amount of the drawing, the Issuing Bank shall notify the Company and the Agent of (i) its determination to pay the drawing, (ii) the date the drawing will be paid (the "Honor Date"), (iii) the Dollar Equivalent amount of the drawing, and (iv) in the case of a Letter of Credit denominated in an Offshore Currency, the amount to be paid in the Offshore Currency. The Issuing Bank will endeavor to provide such notice at least one Business Day prior to the Honor Date, but the delivery of such notice shall neither be a condition to the payment of the drawing nor to the Company's obligation to reimburse the amount paid on the Honor Date. The Company shall reimburse the Issuing Bank in Dollars in Same Day Funds no later than 10:00 a.m. (San Francisco time) on the Honor Date, the Dollar Equivalent amount equal to the amount so to be paid by the Issuing Bank. In the event the

Existing BofA Letters of Credit; Risk Participations, Drawings and Reimbursements. (a) On and after the Closing Date, those letters of credit issued by BofA for the account of the Company which are listed in Schedule 3.03 (the "Existing BofA Letters of Credit") Credit shall be deemed for all purposes, including for purposes of the fees to be collected pursuant to subsections 3.08(a) and 3.08(c3.08(b), and reimbursement of costs and expenses to the extent provided herein, Letters of Credit outstanding under this Agreement and entitled to the benefits of this Agreement and the other Loan Documents, and shall be governed by the applications and agreements pertaining thereto and by this Agreement. Each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank on the Closing Date or on the Commitment Increase Date a participation in each such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) such Bank's Pro Rata Share times (ii) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. For purposes of Section 2.01 subsection 2.01(b) and subsection 2.10(b), the Existing BofA Letters of Credit shall be deemed to utilize pro rata the Commitment of each Bank. (b) Immediately upon the Issuance of each Letter of Credit in addition to those described in subsection 3.03(a3.3(a), each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Pro Rata Share of such Bank, times (ii) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. For purposes of Section 2.01subsection 2.01(b), each Issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Bank by an amount equal to the amount of such participation. (c) Upon In the receipt event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the Issuing Bank will promptly notify the Company. Immediately upon reaching a determination that it will pay a drawing under a Letter of Credit and, in the case of a Letter of Credit denominated in an Offshore Currency, upon also determining the Dollar Equivalent amount of the drawing, the Issuing Bank shall notify the Company and the Agent of (i) its determination to pay the drawing, (ii) the date the drawing will be paid (the "Honor Date"), (iii) the Dollar Equivalent amount of the drawing, and (iv) in the case of a Letter of Credit denominated in an Offshore Currency, the amount to be paid in the Offshore Currency. The Issuing Bank will endeavor to provide such notice at least one Business Day prior to the Honor Date, but the delivery of such notice shall neither be a condition to the payment of the drawing nor to the Company's obligation to reimburse the amount paid on the Honor Date. The Company shall reimburse the Issuing Bank prior to 10:00 a.m. (San Francisco time), on each date that any amount is paid by the Issuing Bank under any Letter of Credit (each such date, an "Honor Date"), in Dollars in Same Day Funds no later than an amount equal to the amount so paid by the Issuing Bank. In the event the Company fails to reimburse the Issuing Bank for the full amount of any drawing under any Letter of Credit by 10:00 a.m. (San Francisco time) on the Honor Date, the Dollar Equivalent amount equal Issuing Bank will promptly notify the Agent and the Agent will promptly notify each Bank thereof, and the Company shall be deemed to have requested that Base Rate Loans be made by the Banks to be disbursed on the Honor Date under such Letter of Credit, subject to the amount so of the unutilized portion of the Revolving Commitment and subject to be paid by the Issuing Bank. In the event theconditions set forth in Section 5.

Existing BofA Letters of Credit; Risk Participations, Drawings and Reimbursements. (a) On and after the Closing Termination Date, those letters of credit issued by BofA for the account of the Company which are listed in Schedule 3.03 (the "Existing BofA Letters of Credit") Credit shall be deemed for all purposes, including for purposes of the fees to be collected pursuant to subsections 3.08(a3.8(a) and 3.08(c3.8(b), and reimbursement of costs and expenses to the extent provided herein, Letters of Credit outstanding under this Agreement and entitled to the benefits of this Agreement and the other Loan Documents, and shall be governed by the applications and agreements pertaining thereto and by this Agreement. Each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank on the Closing Date a participation in each such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) such Bank's Pro Rata Share times (ii) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. For purposes of Section 2.01 2.1 and subsection 2.10(b2.11(a), the Existing BofA Letters of Credit shall shall, as from the Termination Date, be deemed to utilize pro rata the Commitment of each Bank. (b) Immediately upon the Issuance of each Letter of Credit in addition to those described in subsection 3.03(a3.3(a), each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Pro Rata Share of such Bank, times (ii) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. For purposes of Section 2.012.1, each Issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Bank by an amount equal to the amount of such participation. (c) Upon the receipt of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the Issuing Bank will promptly notify the Company. Immediately upon reaching a determination that it will pay a drawing under a Letter of Credit and, in the case of a Letter of Credit denominated in an Offshore Currency, upon also determining the Dollar Equivalent amount of the drawing, the Issuing Bank shall notify the Company and the Agent of (i) its determination to pay the drawing, (ii) the date the drawing will be paid (the "Honor Date"), (iii) the Dollar Equivalent amount of the drawing, and (iv) in the case of a Letter of Credit denominated in an Offshore Currency, the amount to be paid in the Offshore Currency. The Issuing Bank will endeavor to provide such notice at least one Business Day prior to the Honor Date, but the delivery of such notice shall neither be a condition to the payment of the drawing nor to the Company's obligation to reimburse the amount paid on the Honor Date. The Company shall reimburse the Issuing Bank in Dollars in Same Day Funds no later than 10:00 a.m. (San Francisco time) on the Honor Date, the Dollar Equivalent amount equal to the amount so to be paid by the Issuing Bank. In the event theof

Existing BofA Letters of Credit; Risk Participations, Drawings and Reimbursements. (a) On and after the Closing Date, those letters of credit issued by BofA for the account of the Company which are listed in Schedule 3.03 (the "Existing BofA Letters of Credit") Credit shall be deemed for all purposes, including for purposes of the fees to be collected pursuant to subsections 3.08(a3.8(a) and 3.08(c3.8(b), and reimbursement of costs and expenses to the extent provided herein, Letters of Credit outstanding under this Agreement and entitled to the benefits of this Agreement and the other Loan Documents, and shall be governed by the applications and agreements pertaining thereto and by this Agreement. Each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank on the Closing Date a participation in each such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) such Bank's Pro Rata Share times (ii) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. For purposes of Section 2.01 2.1 and subsection 2.10(b2.11(a), the Existing BofA Letters of Credit shall be deemed to utilize pro rata the Commitment of each Bank. (b) Immediately upon the Issuance of each Letter of Credit in addition to those described in subsection 3.03(a3.3(a), each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Pro Rata Share of such Bank, times (ii) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. For purposes of Section 2.012.1, each Issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Bank by an amount equal to the amount of such participation. (c) Upon In the receipt event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the Issuing Bank will promptly notify the Company. Immediately upon reaching a determination that it will pay a drawing under a Letter of Credit and, in the case of a Letter of Credit denominated in an Offshore Currency, upon also determining the Dollar Equivalent amount of the drawing, the Issuing Bank shall notify the Company and the Agent of (i) its determination to pay the drawing, (ii) the date the drawing will be paid (the "Honor Date"), (iii) the Dollar Equivalent amount of the drawing, and (iv) in the case of a Letter of Credit denominated in an Offshore Currency, the amount to be paid in the Offshore CurrencyBorrower. The Issuing Bank will endeavor to provide such notice at least one Business Day prior to the Honor Date, but the delivery of such notice shall neither be a condition to the payment of the drawing nor to the Company's obligation to reimburse the amount paid on the Honor Date. The Company Borrower shall reimburse the Issuing Bank in Dollars in Same Day Funds same day funds (i) by no later than 10:00 3:30 p.m. (San Francisco time) on each Honor Date if the Issuing Bank notifies the Borrower of a request for a drawing prior to 11:00 a.m. (San Francisco time) on such Honor Date and (ii) by no later than 11:00 a.m. (San Francisco time) on the day immediately following each Honor Date if the Issuing Bank notifies the Borrower of a request for drawing after 11:00 a.m. (San Francisco time) on such Honor Date, the Dollar Equivalent in an amount equal to the amount so to be paid by the Issuing Bank. In the event the.

Existing BofA Letters of Credit; Risk Participations, Drawings and Reimbursements. (a) On and after the Closing Date, those letters of credit issued by BofA for the account of the Company which are listed in Schedule 3.03 (the "Existing BofA Letters of Credit") Credit shall be deemed for all purposes, including for purposes of the fees to be collected pursuant to subsections 3.08(a3.8(a) and 3.08(c3.8(b), and reimbursement of costs and expenses to the extent provided herein, Letters of Credit outstanding under this Agreement and entitled to the benefits of this Agreement and the other Loan Documents, and shall be governed by the applications and agreements pertaining thereto and by this Agreement. Each To the extent it has not already done so under the Prior Credit Agreement, each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank on the Closing Date a participation in each such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) such Bank's Pro Rata Share times (ii) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. For purposes of Section 2.01 2.1 and subsection 2.10(b2.11(a), the Existing BofA Letters of Credit shall be deemed to utilize pro rata the Commitment of each Bank. (b) Immediately upon the Issuance of each Letter of Credit in addition to those described in subsection 3.03(a3.3(a), each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Pro Rata Share of such Bank, times (ii) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. For purposes of Section 2.012.1, each Issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Bank by an amount equal to the amount of such participation. (c) Upon In the receipt event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the Issuing Bank will promptly notify the Company. Immediately upon reaching a determination that it will pay a drawing under a Letter of Credit and, in the case of a Letter of Credit denominated in an Offshore Currency, upon also determining the Dollar Equivalent amount of the drawing, the Issuing Bank shall notify the Company and the Agent of (i) its determination to pay the drawing, (ii) the date the drawing will be paid (the "Honor Date"), (iii) the Dollar Equivalent amount of the drawing, and (iv) in the case of a Letter of Credit denominated in an Offshore Currency, the amount to be paid in the Offshore CurrencyBorrower. The Issuing Bank will endeavor to provide such notice at least one Business Day prior to the Honor Date, but the delivery of such notice shall neither be a condition to the payment of the drawing nor to the Company's obligation to reimburse the amount paid on the Honor Date. The Company Borrower shall reimburse the Issuing Bank in Dollars in Same Day Funds same day funds (i) by no later than 10:00 a.m. (San Francisco time) on the Honor Date, the Dollar Equivalent amount equal to the amount so to be paid by the Issuing Bank. In the event the3:30

Existing BofA Letters of Credit; Risk Participations, Drawings and Reimbursements. (a) On and after the Closing Date, those letters of credit issued by BofA for the account of the Company which are listed in Schedule 3.03 (the "Existing BofA Letters of Credit") Credit shall be deemed for all purposes, including for purposes of the fees to be collected pursuant to subsections 3.08(a3.8(a) and 3.08(c3.8(c), and reimbursement of costs and expenses to the extent provided herein, Letters of Credit outstanding under this Agreement and entitled to the benefits of this Agreement and the other Loan Documents, and shall be governed by the applications and agreements pertaining thereto and by this Agreement. Each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank on the Closing Date a participation in each such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) such Bank's Pro Rata Share times (ii) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. For purposes of Section 2.01 subsection 2.1(b) and subsection 2.10(b), the Existing BofA Letters of Credit shall be deemed to utilize pro rata the Commitment of each Bank. (b) Immediately upon the Issuance of each Letter of Credit in addition to those described in subsection 3.03(a3.3(a), each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank a participation in such Letter of Credit and each drawing thereunder (including any Time Drafts which have been accepted thereunder) in an amount equal to the product of (i) the Pro Rata Share of such Bank, times (ii) the maximum amount available to be drawn under such Letter of Credit or Time Draft and the amount of such drawing, respectively. For purposes of Section 2.01subsection 2.1, each Issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Bank by an amount equal to the amount of such participation. (c) Upon In the receipt event of any request for a drawing under a Letter of Credit or Time Draft by the beneficiary or transferee thereof, the Issuing Bank will promptly notify the Company. Immediately upon reaching a determination that it will pay a drawing under a Letter of Credit and, in the case of a Letter of Credit denominated in an Offshore Currency, upon also determining the Dollar Equivalent amount of the drawing, the Issuing Bank shall notify the Company and the Agent of (i) its determination to pay the drawing, (ii) the date the drawing will be paid (the "Honor Date"), (iii) the Dollar Equivalent amount of the drawing, and (iv) in the case of a Letter of Credit denominated in an Offshore Currency, the amount to be paid in the Offshore Currency. The Issuing Bank will endeavor to provide such notice at least one Business Day prior to the Honor Date, but the delivery of such notice shall neither be a condition to the payment of the drawing nor to the Company's obligation to reimburse the amount paid on the Honor Date. The Company shall reimburse the Issuing Bank in Dollars in Same Day Funds no later than 10:00 prior to 10:30 a.m. (San Francisco Chicago time) ), on each date that any amount is paid by the Issuing Bank under any Letter of Credit or Time Draft (each such date, an "Honor Date"), the Dollar Equivalent in an amount equal to the amount so to be paid by the Issuing Bank. In the event thethe Company fails to reimburse the Issuing Bank for the full amount of any drawing under any Letter of Credit by 10:30 a.m. (Chicago time) on the Honor Date, the Issuing Bank will promptly notify the Agent and the Agent will promptly notify each Bank thereof, and the Company shall be deemed to have requested that Base Rate Loans be made by the Banks to be disbursed on the Honor Date under such Letter of Credit or Time Draft, subject to the Effective Amount of the unutilized portion of the Combined Commitment and subject to the conditions set forth in Section 5.2. Any notice given by the Issuing Bank or the Agent pursuant to this subsection 3.3(c) may be oral if immediately confirmed in writing (including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (d) Each Bank shall upon any notice pursuant to subsection 3.3