Common use of Risk Participations, Drawings and Reimbursements Clause in Contracts

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a Letter of Credit by an Issuer, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage of such Revolving Lender, 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 Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuer shall notify the Borrower and the Agent thereof. Not later than 1:00 p.m. on the date of any payment by the Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Issuer in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In the event the Borrower does not reimburse the Issuer for any drawing under any Letter of Credit on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided above, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans to be disbursed at such time in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment and the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing). Any notice given by the Issuer or the Agent pursuant to this Section 3.03(b) may be given by telephone if immediately confirmed in writing in accordance with Section 11.02; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section 3.03(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer an amount in immediately available funds equal to its Revolving Percentage of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant Issuer the amount of such Revolving Lender’s Revolving Percentage of the amount of the drawing by no later than 12:00 noon (Eastern time) on the Honor Date, then, without limiting the other provisions of this Agreement, interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuer an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annum, and each Revolving Lender’s payment to such Issuer pursuant to Section 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuer, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer the L/C Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage Pro Rata Share of such Revolving Lender, Facility Lender 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 Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any Letter of Credit of any notice of request for a drawing under such Letter of Credit, the Issuer shall notify the Borrower and the Agent thereof. Not later than 1:00 p.m. on the date of any payment by the Issuer under a Letter of Credit by the beneficiary or transferee thereof, the applicable L/C Lender will promptly notify the applicable Revolving Borrower or the applicable Subsidiary Swing Line Borrower (but the failure to so notify any Revolving Borrower or any Subsidiary Swing Line Borrower shall not impair any rights of the Lenders or modify any obligation of the Revolving Borrowers or any Subsidiary Swing Line Borrower). The applicable Revolving Borrower or the applicable Subsidiary Swing Line Borrower shall reimburse the L/C Lender prior to 1:00 p.m. (New York City time or local time with respect to any Letter of Credit Issued for a Subsidiary Swing Line Borrower), on each date that any amount is paid by the L/C Lender under any Letter of Credit issued for the account of such Revolving Borrower or Subsidiary Swing Line Borrower (each such date, an “"Honor Date”"), the Borrower shall reimburse the Issuer in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment so paid by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such L/C Lender’s Applicable Percentage thereof. In the event the applicable Revolving Borrower does not or the applicable Subsidiary Swing Line Borrower fails to reimburse the Issuer L/C Lender for the full amount of any drawing under any Letter of Credit by 1:00 p.m. (New York City time or local time with respect to any Subsidiary Swing Line Borrower) on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided aboveDate, the L/C Lender will promptly notify the Administrative Agent and the Administrative Agent will promptly notify each Lender thereof. Thereupon US Borrower with respect to all Letters of Credit Issued for its account, UK Borrower with respect to all Letters of Credit Issued for its account or for the account of Safeline Limited (or if UK Borrower is not able to borrow under the Revolving Facility, US Borrower), and CH Borrower with respect to all Letters of Credit Issued for the account of any Subsidiary Swing Line Borrower (other than UK Borrower or Safeline Limited) and itself (unless Issued jointly for the account of US Borrower) shall be deemed to have requested a Borrowing of Base Rate that Revolving Loans be made by the Revolving Facility Lenders to be disbursed at on the Honor Date under such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Facility Commitment and subject to the conditions set forth in Section 5.02 subsections 5.2(b) and (other than c), which Loans shall be ABR Loans accruing interest at a rate per annum equal to the delivery Alternate Base Rate, plus the Applicable Margin for ABR Loans which are Revolving Loans, in the case of a Notice drawing in U.S. Dollars, or Loans accruing interest at a rate per annum equal to the Overnight Rate applicable to such Offshore Currency from time to time in effect, plus the Applicable Margin for LIBOR Rate Loans which are Revolving Loans, plus, in the case of Borrowing)Revolving Loans in Pounds Sterling, the MLA Cost, in the case of a drawing in an Offshore Currency. Any notice given by the Issuer L/C Lender or the Administrative Agent pursuant to this Section 3.03(bsubsection 3.3(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided provided, however, that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Facility Lender shall upon any notice pursuant to Section 3.03(bsubsection 3.3(b) make available to the Administrative Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer L/C Lender an amount in immediately available funds U.S. Dollars or the Offshore Currency in which such Letter of Credit is denominated, as the case may be, and in Same Day Funds equal to its Revolving Percentage Pro Rata Share of the amount of the drawing, whereupon the participating Revolving Facility Lenders shall (subject to Section 3.03(dsubsection 3.3(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the applicable Revolving Borrower in that amountamount accruing interest at a rate per annum equal to the Alternate Base Rate, plus the Applicable Margin for ABR Loans which are Revolving Loans (in the case of a drawing in U.S. Dollars), or the Overnight Rate applicable to such Offshore Currency from time to time in effect, plus the Applicable Margin for LIBOR Rate Loans which are Revolving Loans (in the case of a drawing in an Offshore Currency), plus, in the case of Revolving Loans in Pounds Sterling, the MLA Cost. If any Revolving Facility Lender so notified fails to make available to the Administrative Agent for the account of the relevant Issuer L/C Lender the amount of such Revolving Facility Lender’s Revolving Percentage 's Pro Rata Share of the amount of the drawing by no later than 12:00 noon 1:00 p.m. (Eastern New York time) on the Honor Date, then, without limiting the other provisions of this Agreement, then interest shall accrue on such Revolving Facility Lender’s 's obligation to make such payment, from the Honor Date to the date such Revolving Facility Lender makes such payment, at a rate per annum equal to (i) in the case of a drawing in U.S. Dollars, the U.S. Federal Funds Rate in effect from time to time during such periodperiod and (ii) in the case of a drawing in an Offshore Currency, the Overnight Rate applicable to such Offshore Currency from time to time in effect. The Administrative Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Administrative Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Facility Lender to effect such payment on such date shall not relieve such Revolving Facility Lender from its obligations under this Section 3.033.3. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the applicable Revolving Borrower in whole or in part, because of the such Revolving Borrower’s 's failure to satisfy the conditions set forth in Section 5.02 subsections 5.2(b) and (c) or for any other reason, the such Revolving Borrower shall be deemed to have incurred from the applicable Issuer L/C Lender an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to (i) in the case of a drawing in U.S. Dollars, the Alternate Base Rate Rate, plus the Applicable Rate plus 2.02% per annum, and (ii) in the case of a drawing in an Offshore Currency, the Overnight Rate applicable to such Offshore Currency from time to time in effect, plus 2% per annum, plus, in the case of Revolving Loans in Pounds Sterling, the MLA Cost, and each Revolving Facility Lender’s 's payment to such Issuer the L/C Lender pursuant to Section 3.03(csubsection 3.3(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Facility Lender in satisfaction of its participation obligation under this Section 3.033.3. (e) Each Revolving Facility Lender’s 's obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.033.3, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer L/C Lender and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Facility Lender may have against such Issuerthe L/C Lender, the applicable Revolving Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a an Event of Default, an Unmatured Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Facility Lender’s 's obligation to make Revolving Loans under this Section 3.03 3.3 is subject to the conditions set forth in Section 5.025.2.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer the Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage of such Revolving Lender, 's Revolving Percentage 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 Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Issuer shall Issuing Lender will promptly notify the Borrower Company and the Agent thereofAdministrative Agent. Not later than 1:00 p.m. The Company shall reimburse the Issuing Lender on the each date of that any payment amount is paid by the Issuer Issuing Lender under a any Letter of Credit (each such date, an “"Honor Date”), the Borrower shall reimburse the Issuer ") in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment so paid by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such noticeIssuing Lender. If the Borrower Company fails to so reimburse the Issuer by such time, Issuing Lender for the Agent shall promptly notify each Revolving Lender of the Honor Date, the full amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In the event the Borrower does not reimburse the Issuer for any drawing under any Letter of Credit on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided aboveDate, the Borrower Issuing Lender will promptly notify the Administrative Agent and the Administrative Agent will promptly notify each Revolving Lender thereof, and the Company shall be deemed to have requested a Borrowing of that Base Rate Loans be made by the Revolving Lenders to be disbursed at on the Honor Date under such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment Commitments and subject to the conditions set forth in Section 5.02 (5.2 other than the delivery of a Notice of Borrowingsubsection 5.2(a). Any notice given by the Issuer Issuing Lender or the Administrative Agent pursuant to this Section 3.03(bsubsection 3.3(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section 3.03(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer an amount in immediately available funds equal to its Revolving Percentage of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant Issuer the amount of such Revolving Lender’s Revolving Percentage of the amount of the drawing by no later than 12:00 noon (Eastern time) on the Honor Date, then, without limiting the other provisions of this Agreement, interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuer an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annum, and each Revolving Lender’s payment to such Issuer pursuant to Section 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuer, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.subsection 3.3

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer the Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage Pro Rata Share of such Revolving LenderBank, 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 Revolving Commitment of each Revolving Lender Bank by an amount equal to the amount of such participationparticipation for so long as any related L/C Obligations shall be outstanding. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Issuer shall Issuing Bank will promptly notify the Borrower Company and the Agent thereofAgent. Not later than 1:00 p.m. Provided that it shall have received such notice, the Company shall reimburse the Issuing Bank prior to 12:00 noon (Chicago time) on the each date of that any payment amount is paid by the Issuer Issuing Bank under a any Letter of Credit (each such date, an “"Honor Date”), the Borrower shall reimburse the Issuer ") in an amount equal to the amount of such drawingso paid by the Issuing Bank; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date Letter of such payment by the IssuerCredit is denominated in an Offshore L/C Currency, the Borrower Company shall reimburse pay to the Issuer not later than 1:00 p.m. on Issuing Bank the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer by such time, the Agent shall promptly notify each Revolving Lender Dollar Equivalent of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereofOffshore L/C Currency paid by the Issuing Bank under such Letter of Credit. In the event the Borrower does not Company fails to reimburse the Issuer Issuing Bank for the full amount of any drawing under any Letter of Credit by 12:00 noon (Chicago time) on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided aboveDate, the Borrower 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 a Borrowing of that Base Rate Loans be made by the Banks to be disbursed at on the Honor Date under such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment and subject to the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing)any notice requirements. Any notice given by the Issuer Issuing Bank or the Agent pursuant to this Section subsection 3.03(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender Bank shall upon any notice pursuant to Section 3.03(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer an amount in immediately available funds equal to its Revolving Percentage of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant Issuer the amount of such Revolving Lender’s Revolving Percentage of the amount of the drawing by no later than 12:00 noon (Eastern time) on the Honor Date, then, without limiting the other provisions of this Agreement, interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section subsection 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuer an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annum, and each Revolving Lender’s payment to such Issuer pursuant to Section 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuer, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender shall be deemed to, and the Acquisition Loan Lenders hereby irrevocably and unconditionally agrees agree to, and hereby, purchase from such Issuer a the Issuing Bank participation interests in such Letter Letters of Credit and each drawing thereunder thereunder, ratably in an amount amounts equal to the product of (i) the Revolving Percentage each such Lender’s Pro Rata Share of such Revolving LenderAcquisition Loan Commitments, times and (ii) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, drawing respectively. For purposes of Section 2.01, each Each Issuance of a Letter of Credit shall be deemed to utilize the Revolving Acquisition Loan Commitment of each Revolving Acquisition Loan Lender by an amount equal to the amount of such participationparticipation (including for the purpose of calculating fees payable pursuant to Section 5.4). (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Issuer shall Issuing Bank will promptly notify the Borrower and Company. In the Agent thereofcase of Letters of Credit under which drawings are payable one or more Business Days after the drawing is made, the Issuing Bank will give such notice to the Company at least one Business Day prior to the Honor Date. Not later than 1:00 p.m. The Company shall reimburse the Issuing Bank prior to 11:00 a.m., Houston, Texas time, on the each date of that any payment amount is paid by the Issuer Issuing Bank under a any Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Issuer ) in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment so paid by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereofIssuing Bank. In the event the Borrower does not Company fails to reimburse the Issuer Issuing Bank for the full amount of any drawing under any Letter of Credit by 11:00 a.m., Houston, Texas time, on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided aboveDate, the Borrower Issuing Bank will promptly notify the Agent and the Agent will promptly notify each Lender thereof, and the Company shall be deemed to have requested a Borrowing of an Alternate Base Rate Loans Loan that is an Acquisition Loan be made by the Lenders to be disbursed at on the Honor Date under such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment and the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing)Acquisition Loan Commitment. Any notice given by the Issuer Issuing Bank or the Agent pursuant to this Section 3.03(b6.3(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall The Acquisition Loan Lenders shall, subject to the conditions set forth in Article VII, in accordance with their respective Pro Rata Share of Acquisition Loan Commitments upon any notice pursuant to Section 3.03(b6.3(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer Issuing Bank an amount in Dollars and in immediately available funds equal to its Revolving Percentage of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(d)) each be deemed to have made a Revolving an Acquisition Loan consisting of a an Alternate Base Rate Loan to the applicable Borrower in that amount. If any Revolving Acquisition Loan Lender so notified fails to make available to the Agent for the account of the relevant Issuer the Issuing Bank said amount of such Revolving Lender’s Revolving Percentage of the amount of the drawing by no later than 12:00 noon (Eastern noon, Houston, Texas time) , on the Honor Date, then, without limiting the other provisions of this Agreement, then interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a the rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice to each Lender of the occurrence of the any Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.036.3. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of an Alternate Base Rate Loans to the Borrower Loan in whole or in part, because of failure of the Borrower’s failure Company to satisfy the conditions set forth in Section 5.02 Article VIII or for any other reason, the Borrower Company shall be deemed to have incurred from the applicable Issuer an L/C Issuing Bank a Letter of Credit Borrowing in the amount of such drawing, which L/C Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Rate plus 2.0% two percent (2%) per annum, and each Revolving Lender’s payment to such Issuer the Issuing Bank pursuant to Section 3.03(c6.3(b) shall be deemed constitute payment in respect of its participation in such L/C Letter of Credit Borrowing and shall constitute an L/C a Letter of Credit Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.036.3. (e) Each Revolving Acquisition Loan Lender’s obligation in accordance with this Agreement to make the Revolving Acquisition Loans or L/C Letter of Credit Advances, as contemplated by this Section 3.036.3, as a result of a drawing under a the Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer Issuing Bank and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuerthe Issuing Bank, the any Borrower or any other Person for any reason whatsoever; , (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; , or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer the Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage Pro Rata Share of such Revolving Lender, 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 2.01SECTION 2.01(b), each Issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Issuer shall Issuing Bank will promptly notify the Borrower and Company. The Company shall reimburse the Agent thereof. Not later than 1:00 p.m. Issuing Bank (by an L/C Borrowing or otherwise) prior to 12:00 Noon (Chicago time), on the each date of that any payment amount is paid by the Issuer Issuing Bank under a any Letter of Credit (each such date, an “Honor Date”"HONOR DATE"), the Borrower shall reimburse the Issuer in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment so paid by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereofIssuing Bank. In the event the Borrower does not Company fails to reimburse the Issuer Issuing Bank for the full amount of any drawing under any Letter of Credit by 12:00 Noon (Chicago time) on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided aboveDate, the Borrower Issuing Bank will promptly notify the Agent and the Agent will promptly notify each Lender thereof, and the Company shall be deemed to have requested a Borrowing of that Base Rate Loans to be disbursed at such time in an aggregate amount equal to the Unreimbursed Amountunreimbursed drawing be made by the Lenders to be disbursed on the Honor Date under such Letter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment and the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing). Any notice given by the Issuer or the Agent pursuant to this Section 3.03(b) may be given by telephone if immediately confirmed in writing in accordance with Section 11.02; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section 3.03(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer an amount in immediately available funds equal to its Revolving Percentage of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant Issuer the amount of such Revolving Lender’s Revolving Percentage of the amount of the drawing by no later than 12:00 noon (Eastern time) on the Honor Date, then, without limiting the other provisions of this Agreement, interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuer an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annum, and each Revolving Lender’s payment to such Issuer pursuant to Section 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuer, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02SECTION 5.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such the Issuer a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Pro Rata Revolving Percentage Share of such Revolving Lender, times (ii) the Dollar Equivalent of 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(d), each Issuance of a Letter of Credit shall be deemed to utilize the Revolving Loan Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Issuer shall will promptly notify the Borrower and Company. The Company shall reimburse the Agent thereof. Not later than 1:00 p.m. Issuer prior to 11:00 a.m. (local time), on the each date of that any payment amount is paid by the Issuer under a any Letter of Credit (each such date, an “"Honor Date”"), the Borrower shall reimburse the Issuer in an amount in Dollars equal to the Dollar Equivalent of the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment so paid by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In the event the Borrower does not Company fails to reimburse the Issuer in Dollars for the Dollar Equivalent of the full amount of any drawing under any Letter of Credit by 11:00 a.m. (local time) on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse Date, the Issuer at will promptly notify the time provided aboveAgent and the Agent will promptly notify each Lender thereof, and the Borrower Company shall be deemed to have requested a Borrowing of that Base Rate Loans to be disbursed at such time in an amount equal to such unreimbursed amount be made by the Unreimbursed AmountRevolving Lenders to be disbursed on the Honor Date under such Letter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Loan Commitment and subject to the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing)5.02. Any notice given by the Issuer or the Agent pursuant to this Section subsection 3.03(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section 3.03(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer an amount in immediately available funds equal to its Revolving Percentage of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant Issuer the amount of such Revolving Lender’s Revolving Percentage of the amount of the drawing by no later than 12:00 noon (Eastern time) on the Honor Date, then, without limiting the other provisions of this Agreement, interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section subsection 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuer an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annum, and each Revolving Lender’s payment to such Issuer pursuant to Section 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuer, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender shall be deemed to, and the Acquisition Loan Lenders hereby irrevocably and unconditionally agrees agree to, and hereby, purchase from such Issuer a the relevant Issuing Bank participation interests in such Letter Letters of Credit and each drawing thereunder thereunder, ratably in an amount amounts equal to the product of (i) the Revolving Percentage each such Lender’s Pro Rata Share of such Revolving LenderAcquisition Loan Commitments, times and (ii) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, drawing respectively. For purposes of Section 2.01, each Each Issuance of a Letter of Credit shall be deemed to utilize the Revolving Acquisition Loan Commitment of each Revolving Acquisition Loan Lender by an amount equal to the amount of such participationparticipation (including for the purpose of calculating fees payable pursuant to Section 5.4). (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Issuer shall relevant Issuing Bank will promptly notify the Borrower and Company. In the Agent thereofcase of Letters of Credit under which drawings are payable one or more Business Days after the drawing is made, the relevant Issuing Bank will give such notice to the Company at least one Business Day prior to the Honor Date. Not later than 1:00 p.m. The Company shall reimburse the relevant Issuing Bank prior to 11:00 a.m., Houston, Texas time, on the each date of that any payment amount is paid by the Issuer such Issuing Bank under a any Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Issuer ) in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer paid by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereofIssuing Bank. In the event the Borrower does not Company fails to reimburse the Issuer relevant Issuing Bank for the full amount of any drawing under any Letter of Credit by 11:00 a.m., Houston, Texas time, on the Honor Date Date, such amount shall bear interest at Issuing Bank will promptly notify the rate applicable to Base Rate Loans until reimbursed Agent and if the Borrower fails to reimburse Agent will promptly notify each Lender thereof, and the Issuer at the time provided above, the Borrower Company shall be deemed to have requested a Borrowing of an Alternate Base Rate Loans Loan that is an Acquisition Loan be made by the Lenders to be disbursed at on the Honor Date under such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment and the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing)Acquisition Loan Commitment. Any notice given by the Issuer an Issuing Bank or the Agent pursuant to this Section 3.03(b6.3(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall The Acquisition Loan Lenders shall, subject to the conditions set forth in Article VII, in accordance with their respective Pro Rata Share of Acquisition Loan Commitments upon any notice pursuant to Section 3.03(b6.3(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer Issuing Bank an amount in Dollars and in immediately available funds equal to its Revolving Percentage of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(d)) each be deemed to have made a Revolving an Acquisition Loan consisting of a an Alternate Base Rate Loan to the applicable Borrower in that amount. If any Revolving Acquisition Loan Lender so notified fails to make available to the Agent for the account of the relevant Issuer the Issuing Bank said amount of such Revolving Lender’s Revolving Percentage of the amount of the drawing by no later than 12:00 noon (Eastern noon, Houston, Texas time) , on the Honor Date, then, without limiting the other provisions of this Agreement, then interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a the rate per annum equal to the Federal Funds Effective Rate in effect from time to time during such period. The Agent will promptly give notice to each Lender of the occurrence of the any Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.036.3. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of an Alternate Base Rate Loans to the Borrower Loan in whole or in part, because of failure of the Borrower’s failure Company to satisfy the conditions set forth in Section 5.02 Article VIII or for any other reason, the Borrower Company shall be deemed to have incurred from the applicable Issuer an L/C relevant Issuing Bank a Letter of Credit Borrowing in the amount of such drawing, which L/C Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Rate plus 2.0% two percent (2%) per annum, and each Revolving Lender’s payment to such Issuer Issuing Bank pursuant to Section 3.03(c6.3(b) shall be deemed constitute payment in respect of its participation in such L/C Letter of Credit Borrowing and shall constitute an L/C a Letter of Credit Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.036.3. (e) Each Revolving Acquisition Loan Lender’s obligation in accordance with this Agreement to make the Revolving Acquisition Loans or L/C Letter of Credit Advances, as contemplated by this Section 3.036.3, as a result of a drawing under a the Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer relevant Issuing Bank and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such IssuerIssuing Bank, the any Borrower or any other Person for any reason whatsoever; , (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; , or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by (or, in the case of an IssuerExisting Letter of Credit, on the Effective Date), each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such the applicable Issuer a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage Pro Rata Share of such Revolving Lender, 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 Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the applicable Issuer shall will promptly notify the Borrower and Company. The Company shall reimburse the Agent thereof. Not later than 1:00 p.m. applicable Issuer prior to 11:00 a.m. on the each date of that any payment amount is paid by the such Issuer under a any Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Issuer in an amount equal to the amount of so paid by such drawingIssuer; provided that, that if the Borrower Company does not receive notice of the amount paid by the applicable Issuer prior to 10:00 a.m. on such Honor Date of Date, the Company shall reimburse such payment by the Issuer, in an amount equal to the Borrower shall reimburse the Issuer amount so paid by such Issuer, not later than 1:00 p.m. 10:00 a.m. on the first Business Day following the Business Day upon immediately following the date on which the Borrower Company receives such notice. If notice of the Borrower fails to amount so reimburse the Issuer paid by such time, Issuer (and such reimbursement shall include interest for the Agent shall promptly notify each Revolving Lender of period from the Honor Date, Date to the date of reimbursement at the Base Rate plus the Applicable Margin (or such other rate as the Company and such Issuer shall agree) on the amount of the unreimbursed drawing (the “Unreimbursed Amount”so reimbursed), and the amount of such Lender’s Applicable Percentage thereof. In the event the Borrower does not Company fails to reimburse the applicable Issuer for the full amount of any drawing under any Letter of Credit on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at by the time provided abovespecified in the previous sentence, such Issuer will promptly notify the Borrower Administrative Agent, and the Administrative Agent will promptly notify each Lender thereof, and the Company shall be deemed to have requested a Borrowing of that Base Rate Loans to be disbursed at such time in an amount equal to such unreimbursed amount be made by the Unreimbursed AmountRevolving Lenders to be disbursed on the Honor Date under such Letter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment and subject to the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing)5.02. Any notice given by the an Issuer or the Administrative Agent pursuant to this Section subsection 3.03(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section subsection 3.03(b) make available to the Administrative Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer an amount in Dollars and in immediately available funds equal to its Revolving Percentage Pro Rata Share of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section subsection 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower Company in that amount. If any Revolving Lender so notified fails to make available to the Administrative Agent for the account of the relevant applicable Issuer the amount of such Revolving Lender’s Revolving Percentage Pro Rata Share of the amount of the drawing by no later than 12:00 noon (Eastern time) on the Honor Date, then, without limiting the other provisions of this Agreement, then interest shall accrue on such Revolving Lender’s obligation to make such paymentamount, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Administrative Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Administrative Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.033.03 once notice has been provided. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower Company in whole or in part, because of the BorrowerCompany’s failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower Company shall be deemed to have incurred from the applicable Issuer an L/C Borrowing in the Dollar Equivalent of the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin for Base Rate Loans plus 2.0% per annum, and each Revolving Lender’s payment to such Issuer pursuant to Section subsection 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuer, the Borrower Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such the L/C Issuer a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage Pro Rata Share of such Revolving Lender, 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 Revolving Loan Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the L/C Issuer shall will promptly notify the Borrower and Borrowers. The Borrowers shall reimburse the Agent thereof. Not later than 1:00 p.m. L/C Issuer prior to 11:00 a.m. (Central time), on the each date of that any payment amount is paid by the L/C Issuer under a any Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Issuer in an amount in Dollars equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment so paid by the L/C Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In the event the Borrower does not Borrowers fail to reimburse the L/C Issuer for the full amount of any drawing under any Letter of Credit by 11:00 a.m. (Central time) on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided aboveDate, the Borrower L/C Issuer will promptly notify the Agent and the Agent will promptly notify each Lender thereof, and the Borrowers shall be deemed to have requested that a Borrowing of Base Daily One-Month LIBOR Rate Loans to be disbursed at such time Loan in an amount equal to such unreimbursed amount be made by the Unreimbursed AmountLenders to be disbursed on the Honor Date under such Letter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment and subject to the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing)5.02. Any notice given by the L/C Issuer or the Agent pursuant to this Section Subsection 3.03(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section Subsection 3.03(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer an amount in Dollars and in immediately available funds equal to its Revolving Percentage Pro Rata Share of the Dollar Equivalent of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section Subsection 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Daily One-Month LIBOR Rate Loan to the Borrower Borrowers in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant L/C Issuer the amount of such Revolving Lender’s Revolving Percentage Pro Rata Share of the Dollar Equivalent of the amount of the drawing by no later than 12:00 noon (Eastern Central time) on the Honor Date, then, without limiting the other provisions of this Agreement, then interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds LIBOR Rate plus the Applicable Margin in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Daily One-Month LIBOR Rate Loans to the Borrower Borrowers in whole or in part, because of the Borrower’s failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower Borrowers shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the Dollar Equivalent of the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base LIBOR Rate plus the Applicable Rate Margin, plus 2.0% four percent (4.0%) per annum, and each Revolving Lender’s payment to such the L/C Issuer pursuant to Section Subsection 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable L/C Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such the L/C Issuer, the Borrower Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an Issueron or after the Closing Date, each Revolving Loan Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer the applicable Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage of such Revolving Loan Lender, ’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, each Issuance of a Letter of Credit shall be deemed to utilize the Revolving Loan Commitment of each Revolving Loan Lender by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Issuer shall applicable Issuing Lender will promptly notify the Borrower and the Agent thereofAdministrative Agent. Not later than 1:00 p.m. The Borrower shall (subject, if applicable, to its right to obtain Base Rate Loans as provided below) reimburse the applicable Issuing Lender prior to 11:00 a.m. Eastern time on the each date of that any payment amount is paid by the Issuer such Issuing Lender under a any Letter of Credit (each such date, an “Honor Date”)) in an amount equal to the amount so paid by such Issuing Lender; provided that, to the extent that any Issuing Lender accepts a drawing under a Letter of Credit after 12:00 noon Eastern time, the Borrower will not be obligated to reimburse such Issuing Lender until the next Business Day and the “Honor Date” for such Letter of Credit shall be such next Business Day. If the Borrower fails to reimburse any Issuing Lender for the Issuer full amount of any drawing under any Letter of Credit by 12:00 noon Eastern time on the Honor Date, such Issuing Lender will promptly notify the Administrative Agent and the Administrative Agent will promptly notify each Revolving Loan Lender thereof (no later than 12:00 noon Eastern time on such Honor Date), and the Borrower shall be deemed to have requested that Base Rate Loans be made by the Revolving Loan Lenders to be disbursed on the Honor Date in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing under such Letter of Credit (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In the event the Borrower does not reimburse the Issuer for any drawing under any Letter of Credit on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided above, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans to be disbursed at such time in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Loan Commitment and subject to the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowingsubsection 5.02(a). Any notice given by the Issuer an Issuing Lender or the Administrative Agent pursuant to this Section subsection 3.03(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by telecopier or electronic mail); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Loan Lender shall upon any notice pursuant to Section subsection 3.03(b) make funds available to the Agent (and the Administrative Agent may during a Specified Default apply Cash Collateral provided for this purpose) to the Administrative Agent for the account of the relevant Issuer applicable Issuing Lender an amount in Dollars and in immediately available funds equal to its Revolving Percentage Pro Rata Share of the amount of the drawing, whereupon the participating Revolving Loan Lenders shall (subject to Section subsection 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower in that such amount. If any Revolving Loan Lender so notified fails to make available to the Administrative Agent for the account of the relevant Issuer applicable Issuing Lender the amount of such Revolving Loan Lender’s Revolving Percentage Pro Rata Share of the amount of the such drawing by no later than 12:00 noon (2:00 p.m. Eastern time) time on the Honor Date, then, without limiting the other provisions of this Agreement, then interest shall accrue on such Revolving Loan Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Loan Lender makes such payment, at a rate per annum equal to the greater of the Federal Funds Rate in effect from time to time during such periodperiod and a rate determined by the applicable Issuing Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the applicable Issuing Lender in connection with the foregoing. If such Revolving Loan Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Loan Lender’s Revolving Loan included in the relevant Borrowing or L/C Advance in respect of the relevant Borrowing, as the case may be. A certificate of the applicable Issuing Lender submitted to any Revolving Loan Lender (through the Administrative Agent) with respect to any amounts owing under this subsection 3.03(c) shall be conclusive absent manifest error. The Administrative Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Administrative Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Loan Lender to effect such payment on such date shall not relieve such Revolving Loan Lender from its obligations under this Section 3.03. (d) With respect to any unreimbursed drawing Unreimbursed Amount that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s failure to satisfy the conditions set forth in Section 5.02 (other than subsection 5.02(a) which need not be satisfied) or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuer Issuing Lender an L/C Borrowing in the amount of such drawingUnreimbursed Amount, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest (payable on demand) at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annum2%, and each Revolving Lender’s payment to such Issuer Issuing Lender pursuant to Section subsection 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. Until each Revolving Loan Lender funds its Revolving Loan or L/C Advance pursuant to this Section 3.03 to reimburse the applicable Issuing Lender for any amount drawn under any Letter of Credit, interest in respect of such Revolving Loan Lender’s Pro Rata Share of such amount shall be solely for the account of the applicable Issuing Lender. (e) Each Revolving Loan Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer any Issuing Lender and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Loan Lender may have against such Issuerthe applicable Issuing Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a an Event of Default, an Unmatured Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening happening, event or event condition whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Loan Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.025.02 (other than subsection 5.02(a)). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the applicable Issuing Lender for the amount of any payment made by the applicable Issuing Lender under any Letter of Credit, together with interest as provided herein.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an Issuer, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer the applicable Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the such Lender's Revolving Percentage of such Revolving Lender, 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 Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Issuer shall applicable Issuing Lender will promptly notify the Borrower Company and the Agent thereofAgent. Not later than 1:00 p.m. The Company shall reimburse the applicable Issuing Lender prior to 8:30 a.m. (San Francisco time), on the each date of that any payment amount is paid by the Issuer such Issuing Lender under a any Letter of Credit (each such date, an “"Honor Date”), the Borrower shall reimburse the Issuer ") in an amount equal to the amount so paid by such Issuing Lender; provided, to the extent that any Issuing Lender accepts a drawing under a Letter of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 Credit after 8:30 a.m. on such Honor Date of such payment by the Issuer(San Francisco time), the Borrower shall Company will not be obligated to reimburse the Issuer not later than 1:00 p.m. on Issuing Lender until the first next Business Day following and the "Honor Date" for such Letter of Credit shall be such next Business Day upon which the Borrower receives such noticeDay. If the Borrower Company fails to so reimburse an Issuing Lender for the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the full amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In the event the Borrower does not reimburse the Issuer for any drawing under any Letter of Credit by 8:30 a.m. (San Francisco time) on the Honor Date Date, such amount shall bear interest at Issuing Lender will promptly notify the rate applicable to Base Rate Loans until reimbursed Agent and if the Borrower fails to reimburse Agent will promptly notify each Lender thereof, and the Issuer at the time provided above, the Borrower Company shall be deemed to have requested a Borrowing of that Base Rate Loans be made by the Lenders to be disbursed at on the Honor Date under such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment and subject to the conditions set forth in Section 5.02 (5.3 other than the delivery of a Notice of BorrowingSection 5.3(a). Any notice given by the Issuer an Issuing Lender or the Agent pursuant to this Section 3.03(bsubsection 3.3(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section 3.03(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer an amount in immediately available funds equal to its Revolving Percentage of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant Issuer the amount of such Revolving Lender’s Revolving Percentage of the amount of the drawing by no later than 12:00 noon (Eastern time) on the Honor Date, then, without limiting the other provisions of this Agreement, interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuer an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annum, and each Revolving Lender’s payment to such Issuer pursuant to Section 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuer, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.subsection 3.3

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer the Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage Pro Rata Share of such Revolving LenderBank, times (ii) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively, in the currency in which such Letter of Credit is stated. For purposes of Section 2.01SECTION 2.1(a), each Issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Revolving Lender Bank by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Issuer shall Issuing Bank will promptly notify the Borrower Agent and the Agent thereofCompanies of the request and of the day on which the Issuing Bank is to pay the beneficiary (which payment date is not to be less than one day later). Not later than 1:00 p.m. The Companies jointly and severally agree to reimburse the Issuing Bank prior to 11:00 a.m. (Charlotte time), on the each date of that any payment amount is paid by the Issuer Issuing Bank under a any Letter of Credit (each such date, an “"Honor Date”"), the Borrower shall reimburse the Issuer in an amount equal to the amount of such drawing; provided thatDollar Equivalent Amount, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment as determined by the IssuerIssuing Bank, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails determination to so reimburse the Issuer by such timebe conclusive absent manifest error, the Agent shall promptly notify each Revolving Lender of the Honor Date, amount so paid by the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereofIssuing Bank. In the event the Borrower does not Companies fail to reimburse the Issuer Issuing Bank for the full amount of any drawing under any Letter of Credit by 11:00 a.m. (Charlotte time) on the Honor Date such amount shall bear interest at Date, the rate applicable Issuing Bank will promptly notify the Agent who will in turn promptly notify each Bank. Unless notified by the Companies to Base Rate convert an unreimbursed drawing into Revolving Loans until reimbursed and or, if the Borrower fails to reimburse Companies request a conversion of an unreimbursed drawing into Revolving Loans but the Issuer at the time provided above, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans to be disbursed at such time in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount unreimbursed drawing is not converted because of the unutilized portion of the Aggregate Revolving Commitment and Companies' failure to satisfy the conditions set forth in Section 5.02 SECTION 6.3 (other than the delivery of a Notice of such unreimbursed drawing which has not been converted constituting an L/C Borrowing), each Bank will be deemed to be obligated to make an L/C Advance in Dollars in the full Dollar Equivalent Amount of each Bank's Pro Rata Share of such L/C Borrowing and such L/C Advances shall bear interest at a rate per annum equal to the Base Rate plus 2% per annum. Any notice given by the Issuer Issuing Bank or the Agent pursuant to this Section 3.03(bSECTION 3.3(b) may be given by telephone oral if immediately promptly confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate a prompt confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each With respect to any unreimbursed drawing that the applicable Company requests be converted into a Revolving Lender Loan and that satisfies the conditions set forth in SECTION 6.3, each Bank shall upon any notice pursuant to Section 3.03(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer Issuing Bank an amount in Dollars equal to the Dollar Equivalent Amount (as indicated in such notice) of the currency in which such Letter of Credit is denominated and in immediately available funds equal to its Revolving Percentage Pro Rata Share of the amount of the such drawing, whereupon the participating Revolving Lenders Banks shall (subject to Section 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower Company in that amount. If any Revolving Lender Bank so notified fails to make available to the Agent for the account of the relevant Issuer Issuing Bank the amount of such Revolving Lender’s Revolving Percentage Bank's Pro Rata Share of the amount of the such drawing by no later than 12:00 noon 2:00 p.m. (Eastern Charlotte time) on the Honor Date, then, without limiting the other provisions of this Agreement, then interest shall accrue on such Revolving Lender’s Bank's obligation to make such payment, from the Honor Date to the date such Revolving Lender Bank makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will shall promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender Bank to effect such payment on such date shall not relieve such Revolving Lender Bank from its obligations under this Section 3.03SECTION 3.3. (d) With respect to any unreimbursed Provided that the Issuing Bank has paid a drawing that is not converted into Revolving Loans consisting under a Letter of Base Rate Loans to the Borrower Credit in whole or in partaccordance with its terms, because of the Borrower’s failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuer an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annum, and each Revolving Lender’s payment to such Issuer pursuant to Section 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s Bank's obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03SECTION 3.3, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer Issuing Bank and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender Bank may have against such Issuerthe Issuing Bank, the Borrower Companies or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to if the conditions set forth to making any Loan pursuant to SECTION 6.3 shall not then be satisfied, each Bank's payment of such amount shall be deemed to constitute its payment of the purchase price for its participation in Section 5.02the applicable drawing under the applicable Letter of Credit.

Risk Participations, Drawings and Reimbursements. (a) Immediately ------------------------------------------------ upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer the Issuing Lender a participation in such Letter of Credit and Credit, each drawing thereunder and each L/C Borrowing with respect thereto in an amount equal to the product of (i) the Revolving Percentage Pro Rata Share of such Revolving Lender, Lender 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 Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuer shall notify the Borrower amount of such drawing and the Agent thereof. Not later than 1:00 p.m. on amount of such L/C Borrowing, respectively. (b) In the date event of any payment request for a drawing under a Letter of Credit by the Issuer beneficiary or transferee thereof, the Issuing Lender will promptly notify Culligan. Culligan shall reimburse the Issuing Lender prior to 9:00 a.m. (Chicago time) on each date that any amount is paid by the Issuing Lender under a any Letter of Credit (each such date, an “"Honor Date”), the Borrower shall reimburse the Issuer ") in an amount equal to the ---------- amount so paid by the Issuing Lender. If Culligan fails to reimburse the Issuing Lender for the full amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In the event the Borrower does not reimburse the Issuer for any drawing under any Letter of Credit by 9:00 a.m. (Chicago time) on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided aboveDate, the Borrower Issuing Lender will promptly notify the Administrative Agent and the Administrative Agent will promptly notify each Lender thereof, and Culligan shall be deemed to have requested a Borrowing of that Revolving Loans (which shall be Base Rate Loans (if in U.S. Dollars) or Offshore Currency Loans accruing interest at the Overnight Rate plus the Applicable Margin) be made by the Lenders to be disbursed at on the Honor Date under such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment Amount and subject to the conditions set forth in condition that no Event of Default or Unmatured Event of Default exists under Section 5.02 9.1(f) or (other than the delivery of a Notice of Borrowingg). Any -------------- --- notice given by the Issuer Issuing Lender or the Administrative Agent pursuant to this Section 3.03(bsubsection 3.3(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section 3.03(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer an amount in immediately available funds equal to its Revolving Percentage of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(dincluding by ----------------- facsimile)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant Issuer the amount of such Revolving Lender’s Revolving Percentage of the amount of the drawing by no later than 12:00 noon (Eastern time) on the Honor Date, then, without limiting the other provisions of this Agreement, interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuer an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annum, and each Revolving Lender’s payment to such Issuer pursuant to Section 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuer, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.;

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a Letter of Credit by an Issuer, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage of such Revolving Lender, 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 Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuer thereof shall notify the Borrower and the Agent thereof. Not later than 1:00 p.m. on the date of any payment by the an Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the such Issuer in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment by the such Issuer, the Borrower shall reimburse the such Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the such Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In the event the Borrower does not reimburse the an Issuer for any drawing under any Letter of Credit on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the such Issuer at the time provided above, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans to be disbursed at such time in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment and the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing). Any notice given by the an Issuer or the Agent pursuant to this Section 3.03(b) may be given by telephone if immediately confirmed in writing in accordance with Section 11.02; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section 3.03(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer an amount in immediately available funds equal to its Revolving Percentage of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant Issuer the amount of such Revolving Lender’s Revolving Percentage of the amount of the drawing by no later than 12:00 noon (Eastern time) on the Honor Date, then, without limiting the other provisions of this Agreement, interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuer an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annum, and each Revolving Lender’s payment to such Issuer pursuant to Section 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuer, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an Issueron or after the Closing Date, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer the applicable Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage of such Revolving Lender, ’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 2.012.1, each Issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Issuer shall applicable Issuing Lender will promptly notify the Borrower Company and the Agent thereofAdministrative Agent. Not later than 1:00 p.m. The Company shall (subject, if applicable, to its right to obtain Base Rate Loans as provided below) reimburse the applicable Issuing Lender prior to 11:00 a.m. Charlotte time on the each date of that any payment amount is paid by the Issuer such Issuing Lender under a any Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Issuer ) in an amount equal to the amount of so paid by such drawingIssuing Lender; provided that, if to the Borrower does not receive notice prior to 10:00 extent that any Issuing Lender accepts a drawing under a Letter of Credit after 11:00 a.m. on such Honor Date of such payment by the IssuerCharlotte time, the Borrower shall Company will not be obligated to reimburse such Issuing Lender until the Issuer not later than 1:00 p.m. on the first next Business Day following and the “Honor Date” for such Letter of Credit shall be such next Business Day upon which the Borrower receives such noticeDay. If the Borrower Company fails to so reimburse an Issuing Lender for the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the full amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In the event the Borrower does not reimburse the Issuer for any drawing under any Letter of Credit by 11:00 a.m. Charlotte time on the Honor Date Date, such amount shall bear interest at Issuing Lender will promptly notify the rate applicable to Base Rate Loans until reimbursed Administrative Agent and if the Borrower fails to reimburse Administrative Agent will promptly notify each Lender thereof (no later than 12:00 noon Charlotte time on such Honor Date), and the Issuer at the time provided above, the Borrower Company shall be deemed to have requested a Borrowing of that Base Rate Loans be made by the Lenders to be disbursed at on the Honor Date under such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment and subject to the conditions set forth in Section 5.02 (5.2 other than the delivery of a Notice of BorrowingSection 5.2(a). Any notice given by the Issuer an Issuing Lender or the Administrative Agent pursuant to this Section 3.03(bsubsection 3.3(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile or email); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section 3.03(bsubsection 3.3(b) make funds available to the Agent (and the Administrative Agent may during a Specified Default apply Cash Collateral provided for this purpose) to the Administrative Agent for the account of the relevant Issuer applicable Issuing Lender an amount in Dollars and in immediately available funds equal to its Revolving Percentage Pro Rata Share of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(dsubsection 3.3(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower Company in that such amount. If any Revolving Lender so notified fails to make available to the Administrative Agent for the account of the relevant Issuer applicable Issuing Lender the amount of such Revolving Lender’s Revolving Percentage Pro Rata Share of the amount of the such drawing by no later than 12:00 noon (Eastern time) 2:00 p.m. Charlotte time on the Honor Date, then, without limiting the other provisions of this Agreement, then interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the greater of the Federal Funds Rate in effect from time to time during such periodperiod and a rate determined by the Issuing Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Issuing Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant Borrowing, as the case may be. A certificate of the Issuing Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 3.3(c) shall be conclusive absent manifest error. The Administrative Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Administrative Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.033.3. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the BorrowerCompany’s failure to satisfy the conditions set forth in Section 5.02 5.2 (other than subsection 5.2(a) which need not be satisfied) or for any other reason, the Borrower Company shall be deemed to have incurred from the applicable Issuer Issuing Lender an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest (payable on demand) at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annum2%, and each Revolving Lender’s payment to such Issuer Issuing Lender pursuant to Section 3.03(csubsection 3.3(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.033.3. Until each Lender funds its Loan or L/C Advance pursuant to this Section 3.3 to reimburse the Issuing Lender for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the Issuing Lender. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.033.3, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer any Issuing Lender and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuerthe applicable Issuing Lender, the Borrower Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a an Event of Default, an Unmatured Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening happening, event or event condition whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 3.3 is subject to the conditions set forth in Section 5.025.2 (other than subsection 5.2(a)). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Company to reimburse the Issuing Lender for the amount of any payment made by the Issuing Lender under any Letter of Credit, together with interest as provided herein.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender the Lenders shall be deemed to, and hereby irrevocably and unconditionally agrees agree to, purchase from such Issuer a the Issuing Bank participation interests in such Letter Letters of Credit and each drawing thereunder thereunder, ratably in an amount amounts equal to the product of (i) the Revolving Percentage each such Lender's Pro Rata Share of such Revolving LenderAcquisition Loan Commitments, times and (ii) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, drawing respectively. For purposes of Section 2.01, each Each Issuance of a Letter of Credit shall be deemed to utilize the Revolving Acquisition Loan Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Issuer shall Issuing Bank will promptly notify the Borrower and Company. In the Agent thereofcase of Letters of Credit under which drawings are payable one or more Business Days after the drawing is made, the Issuing Bank will give such notice to the Company at least one Business Day prior to the Honor Date. Not later than 1:00 p.m. The Company shall reimburse the Issuing Bank prior to 11:00 A.M., HOUSTON, TEXAS TIME, on the each date of that any payment amount is paid by the Issuer Issuing Bank under a any Letter of Credit (each such date, an “"Honor Date”), the Borrower shall reimburse the Issuer ") in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment so paid by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereofIssuing Bank. In the event the Borrower does not Company fails to reimburse the Issuer Issuing Bank for the full amount of any drawing under any Letter of Credit by 11:00 A.M., HOUSTON, TEXAS TIME, on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided aboveDate, the Borrower Issuing Bank will promptly notify the Agent and the Agent will promptly notify each Lender thereof, and the Company shall be deemed to have requested a Borrowing of an Alternate Base Rate Loans Loan be made by the Lenders to be disbursed at on the Honor Date under such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Acquisition Loan Commitment and subject to the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing)Article VIII. Any notice given by the Issuer Issuing Bank or the Agent pursuant to this Section 3.03(b6.3(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall The Lenders shall, in accordance with their respective Pro Rata Share of Acquisition Loan Commitments, upon any notice pursuant to Section 3.03(b6.3(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer Issuing Bank an amount in Dollars and in immediately available funds equal to its Revolving Percentage of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(d)) each be deemed to have made a Revolving an Acquisition Loan consisting of a an Alternate Base Rate Loan to the applicable Borrower in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant Issuer the Issuing Bank said amount of such Revolving Lender’s Revolving Percentage of the amount of the drawing by no later than 12:00 noon (Eastern time) NOON, HOUSTON, TEXAS TIME, on the Honor Date, then, without limiting the other provisions of this Agreement, then interest shall accrue on such Revolving Lender’s 's obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a the rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice to each Lender of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.036.3. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of an Alternate Base Rate Loans Loan to the Borrower Company in whole or in part, because of failure of the Borrower’s failure Company to satisfy the conditions set forth in Section 5.02 Article VIII or for any other reason, the Borrower Company shall be deemed to have incurred from the applicable Issuer an L/C Issuing Bank a Letter of Credit Borrowing in the amount of such drawing, which L/C Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Rate plus 2.0% two percent (2%) per annum, and each Revolving Lender’s 's payment to such Issuer the Issuing Bank pursuant to Section 3.03(c6.3(b) shall be deemed payment in respect of its participation in such L/C Letter of Credit Borrowing and shall constitute an L/C a Letter of Credit Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.036.3. (e) Each Revolving Lender’s 's obligation in accordance with this Agreement to make the Revolving Acquisition Loans or L/C Letter of Credit Advances, as contemplated by this Section 3.036.3, as a result of a drawing under a the Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer Issuing Bank and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuerthe Issuing Bank, the any Borrower or any other Person for any reason whatsoever; , (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Lender’s 's obligation to make Revolving Acquisition Loans under this Section 3.03 6.3 is subject to the conditions set forth in Section 5.02Article VIII.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer the Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (iA) such Lender's percentage of the aggregate Revolving Percentage of such Revolving LenderCredit Limit, times (iiB) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. For purposes of this Section 2.012.14, each Issuance of a Letter of Credit shall be deemed to utilize each Lender's portion of the Revolving Commitment of each Revolving Lender Credit Limit by an amount equal to the amount of such participation. (b) Upon receipt from . In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Issuer Issuing Bank will promptly notify Borrower. Borrower shall notify reimburse the Borrower and the Agent thereof. Not later than 1:00 p.m. Issuing Bank prior to 12:00 noon (New York time), on the each date of that any payment amount is paid by the Issuer Issuing Bank under a any Letter of Credit (each such date, an “"Honor Date”"), the Borrower shall reimburse the Issuer in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment so paid by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereofIssuing Bank. In the event the Borrower does not fails to reimburse the Issuer Issuing Bank for the full amount of any drawing under any Letter of Credit by 12:00 noon (New York time) on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided aboveDate, the Issuing Bank will promptly notify the Agent and the Agent will promptly notify each Lender thereof, and Borrower shall be deemed to have requested a Borrowing of Base that Advances that are Domestic Rate Loans be made by the Lenders to be disbursed at on the Honor Date under such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment Credit Limit and subject to the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing)8.1 at Closing and Section 8.2 for each Advance. Any notice given by the Issuer Issuing Bank or the Agent pursuant to this Section 3.03(b2.14(d)(ii) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) . Each Revolving Lender shall upon any notice pursuant to Section 3.03(b2.14(d)(ii) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer Issuing Bank an amount in Dollars and in immediately available funds equal to its Revolving Commitment Percentage of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(d2.14(d)(iv)) each be deemed to have made a Revolving Loan an Advance consisting of a Base Domestic Rate Loan to the Borrower in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant Issuer Issuing Bank the amount equal to the product of such Lender's percentage of the Revolving Lender’s Revolving Percentage of Credit Limit multiplied by the amount of the drawing by no later than 12:00 noon 5:00 p.m. (Eastern New York time) on the Honor Date, then, without limiting the other provisions of this Agreement, then interest shall accrue on such Revolving Lender’s 's obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.03. 2.14(d) (d) except, to the extent applicable, such Lender's obligation to pay interest pursuant to the preceding sentence). With respect to any unreimbursed drawing that is not converted into Revolving Loans Advances consisting of Base Domestic Rate Loans to the Borrower in whole or in part, because of the Borrower’s 's failure to satisfy the conditions set forth in Section 5.02 8.2 or for any other reasonreason (other than the wrongful failure of Agent or a Lender to convert such drawing into an Advance), the Borrower shall be deemed to have incurred from the applicable Issuer Issuing Bank an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annumhighest Default Rate, and each Revolving Lender’s 's payment to such Issuer the Issuing Bank pursuant to Section 3.03(c2.14(d)(iii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) 2.14(d). Each Revolving Lender’s 's obligation in accordance with this Agreement to make the Revolving Loans Advances or L/C Advances, as contemplated by this Section 3.032.14(d), as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer Issuing Bank and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which that such Revolving Lender may have against such Issuerthe Issuing Bank, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Lender’s 's obligation to make Revolving Loans Advances under this Section 3.03 2.14(d) is subject to the conditions set forth in Section 5.028.2.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an Issuerin addition to those described in subsection 3.3(a), each Revolving Lender Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer the Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage Pro Rata Share of such Revolving LenderBank, 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 2.1(a), each Issuance of a Letter of Credit shall be deemed to utilize the Revolving Standby L/C Commitment or Commercial L/C Commitment, as applicable, of each Revolving Lender Bank by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary 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. In the case of any notice of a drawing under such Letter Commercial Letters of Credit, the Issuer shall notify the Borrower and the Agent thereof. Not later than 1:00 p.m. on such notice will be provided at least one Business Day before the date of that any payment amount is paid by the Issuer Issuing Bank under a any Letter of Credit (each such date, an “"Honor Date”"); in the case of Standby Letters of Credit, the Borrower Issuing Bank will endeavor to notify the Company at least one Business Day before the Honor Date but its failure to provide such notice shall neither give rise to liability against it nor be any defense to the reimbursement obligations of the Company as described in the next sentence. The Company shall reimburse the Issuer Issuing Bank prior to 10:00 a.m. (San Francisco time) on each Honor Date in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment so paid by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereofIssuing Bank. In the event the Borrower does not Company fails to reimburse the Issuer 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 such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided aboveDate, the Borrower 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 a Borrowing of that Base Rate Loans be made by the Banks to be disbursed at on the Honor Date under such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Facility A Revolving Commitment and subject to the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing)5.3. Any notice given by the Issuer Issuing Bank or the Agent pursuant to this Section 3.03(bsubsection 3.3(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender Bank shall upon any notice pursuant to Section 3.03(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer an amount in immediately available funds equal to its Revolving Percentage of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant Issuer the amount of such Revolving Lender’s Revolving Percentage of the amount of the drawing by no later than 12:00 noon (Eastern time) on the Honor Date, then, without limiting the other provisions of this Agreement, interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuer an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annum, and each Revolving Lender’s payment to such Issuer pursuant to Section 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuer, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.subsection 3.3

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an Issueron or after the Effective Date, each Revolving U.S. Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer the applicable Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage of such Revolving U.S. Lender, 's U.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 2.012.1, each Issuance of a Letter of Credit shall be deemed to utilize the Revolving U.S. Commitment of each Revolving U.S. Lender by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Issuer shall applicable Issuing Lender will promptly notify the Borrower Company and the Agent thereofAdministrative Agent. Not later than 1:00 p.m. The Company shall (subject, if applicable, to its right to obtain U.S. Base Rate Loans as provided below) reimburse the applicable Issuing Lender prior to 11:00 a.m. Charlotte time on the each date of that any payment amount is paid by the Issuer such Issuing Lender under a 41 48 any Letter of Credit (each such date, an “"Honor Date”), the Borrower shall reimburse the Issuer ") in an amount equal to the amount of so paid by such drawingIssuing Lender; provided that, if to the Borrower does not receive notice prior to 10:00 extent that any Issuing Lender accepts a drawing under a Letter of Credit after 11:00 a.m. on such Honor Date of such payment by the IssuerCharlotte time, the Borrower shall Company will not be obligated to reimburse such Issuing Lender until the Issuer not later than 1:00 p.m. on the first next Business Day following and the "Honor Date" for such Letter of Credit shall be such next Business Day upon which the Borrower receives such noticeDay. If the Borrower Company fails to so reimburse an Issuing Lender for the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the full amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In the event the Borrower does not reimburse the Issuer for any drawing under any Letter of Credit by 11:00 a.m. Charlotte time on the Honor Date Date, such amount shall bear interest at Issuing Lender will promptly notify the rate applicable to Base Rate Loans until reimbursed Administrative Agent and if the Borrower fails to reimburse Administrative Agent will promptly notify each U.S. Lender thereof (no later than 12:00 noon Charlotte time on such Honor Date), and the Issuer at the time provided above, the Borrower Company shall be deemed to have requested a Borrowing of that U.S. Base Rate Loans be made by the U.S. Lenders to be disbursed at on the Honor Date under such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment combined Commitments and subject to the conditions set forth in Section 5.02 (5.2 other than the delivery of a Notice of BorrowingSection 5.2(a). Any notice given by the Issuer an Issuing Lender or the Administrative Agent pursuant to this Section 3.03(bsubsection 3.3(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving U.S. Lender shall upon any notice pursuant to Section 3.03(bsubsection 3.3(b) make available to the Administrative Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer applicable Issuing Lender an amount in Dollars and in immediately available funds equal to its Revolving Percentage Pro Rata Share of the amount of the drawing, whereupon the participating Revolving U.S. Lenders shall (subject to Section 3.03(dsubsection 3.3(d)) each be deemed to have made a Revolving Loan consisting of a U.S. Base Rate Loan to the Borrower Company in that such amount. If any Revolving U.S. Lender so notified fails to make available to the Administrative Agent for the account of the relevant Issuer applicable Issuing Lender the amount of such Revolving U.S. Lender’s Revolving Percentage 's U.S. Pro Rata Share of the amount of the such drawing by no later than 12:00 noon (Eastern time) 2:00 p.m. Charlotte time on the Honor Date, then, without limiting the other provisions of this Agreement, then interest shall accrue on such Revolving U.S. Lender’s 's obligation to make such payment, from the Honor Date to the date such Revolving U.S. Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Administrative Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Administrative Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving U.S. Lender to effect such payment on such date shall not relieve such Revolving U.S. Lender from its obligations under this Section 3.033.3. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of U.S. Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s Company's failure to satisfy the conditions set forth in Section 5.02 5.2 (other than subsection 5.2(a) which need not be satisfied) or for any other reason, the Borrower Company shall be deemed to have incurred from the applicable Issuer Issuing Lender an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest (payable on demand) at a rate per annum equal to the U.S. Base Rate plus the Applicable Rate plus 2.0% per annum2%, and each Revolving U.S. Lender’s 's payment to such Issuer Issuing Lender pursuant to Section 3.03(csubsection 3.3(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving U.S. Lender in satisfaction of its participation obligation under this Section 3.033.3. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuer, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank issuing such Issuer Letter of Credit a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Commitment Percentage of such Revolving LenderBank, 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 Revolving Commitment of each Revolving Lender Bank by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under by the beneficiary or transferee thereof, the Issuing Bank which issued such Letter of Credit, the Issuer shall Credit will promptly notify the Borrower and Company. The Company shall reimburse such Issuing Bank, directly or with the Agent thereof. Not later than 1:00 p.m. proceeds of a Loan, prior to 10:00 a.m. (San Francisco time), on the each date of that any payment amount is paid by the Issuer such Issuing Bank under a any Letter of Credit (each such date, an “"Honor Date”"), the Borrower shall reimburse the Issuer in an amount equal to the amount of so paid by such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such noticeIssuing Bank. If the Borrower Company fails to so reimburse such Issuing Bank for the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the full amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In the event the Borrower does not reimburse the Issuer for any drawing under any Letter of Credit by 10:00 a.m. (San Francisco time) on the Honor Date Date, such amount shall bear interest at Issuing Bank will promptly notify the rate applicable to Base Rate Loans until reimbursed Agent and if the Borrower fails to reimburse Agent will promptly notify each Bank thereof, and the Issuer at the time provided above, the Borrower Company shall be deemed to have requested a Borrowing of that Base Rate Loans be made by the Banks to be disbursed at on the Honor Date under such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the aggregate amount of the unutilized un-utilized portion of the Aggregate Revolving Commitment and subject to the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing)5.2. Any notice given by the Issuer such Issuing Bank or the Agent pursuant to this Section 3.03(bsubsection 3.3(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender Bank shall upon any notice pursuant to Section 3.03(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer an amount in immediately available funds equal to its Revolving Percentage of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant Issuer the amount of such Revolving Lender’s Revolving Percentage of the amount of the drawing by no later than 12:00 noon (Eastern time) on the Honor Date, then, without limiting the other provisions of this Agreement, interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuer an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annum, and each Revolving Lender’s payment to such Issuer pursuant to Section 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuer, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.subsection 3.3

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by other than an IssuerAlternate Currency Letter of Credit (or, in the case of the Existing Letters of Credit, on the Closing Date), each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such the applicable LC Issuer a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage of such Revolving Lender, '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, each Issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the applicable LC Issuer shall will promptly notify the Borrower applicable Account Party and the Agent thereofAgent. Not later than 1:00 p.m. The applicable Account Party shall reimburse the applicable LC Issuer prior to 12:00 noon (Chicago time), on the each date of that any payment amount is paid by the such LC Issuer under a any applicable Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Issuer "HONOR DATE") in an amount equal to the amount so paid by such LC Issuer; PROVIDED, to the extent that such LC Issuer accepts a drawing under a Letter of Credit after 12:00 noon (Chicago time), such drawing; provided that, if Account Party will not be obligated to reimburse such LC Issuer until the Borrower does not receive notice prior next Business Day and the "Honor Date" for such Letter of Credit shall be such next Business Day. If such Account Party fails to 10:00 a.m. on such Honor Date of such payment by the Issuer, the Borrower shall reimburse the applicable LC Issuer not later than 1:00 p.m. on for the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the full amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In the event the Borrower does not reimburse the Issuer for any drawing under any Letter of Credit other than an Alternate Currency Letter of Credit by 12:00 noon (Chicago time) on the Honor Date Date, such amount shall bear interest at LC Issuer will promptly notify the rate applicable to Base Rate Loans until reimbursed Agent and if the Borrower fails to reimburse Agent will promptly notify each Lender and the Issuer at Company thereof, and the time provided above, the Borrower Company shall be deemed to have requested a Borrowing of that Base Rate Loans be made by the Lenders to be disbursed at on the Honor Date under such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment Commitments and subject to the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing)SECTION 4.2. Any notice given by the any LC Issuer or the Agent pursuant to this Section 3.03(bSECTION 2.16.3(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided PROVIDED that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section 3.03(bSECTION 2.16.3(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant applicable LC Issuer an amount in Dollars and in immediately available funds equal to its Revolving Percentage Pro Rata Share of the amount of the drawingdrawing with respect to a Letter of Credit other than an Alternate Currency Letter of Credit, whereupon the participating Revolving Lenders shall (subject to Section 3.03(dSECTION 2.16.3(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower Company in that such amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant applicable LC Issuer the amount of such Revolving Lender’s Revolving Percentage 's Pro Rata Share of the amount of the such drawing by no later than 12:00 noon 3:00 p.m. (Eastern Chicago time) on the Honor Date, then, without limiting the other provisions of this Agreement, then interest shall accrue on such Revolving Lender’s 's obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum PER ANNUM equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.03SECTION 2.16.3. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s Company's failure to satisfy the conditions set forth in Section 5.02 SECTION 4.2 or for any other reason, the Borrower applicable Account Party shall be deemed to have incurred from the applicable LC Issuer an L/C a Letter of Credit Borrowing in the amount of such drawing, which L/C Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum PER ANNUM equal to the Base Rate plus PLUS the Applicable Rate plus 2.0Margin PLUS 2% per annumPER ANNUM, and each Revolving Lender’s 's payment to such the applicable LC Issuer pursuant to Section 3.03(cSECTION 2.16.3(c) with respect to a Letter of Credit other than an Alternate Currency Letter of Credit shall be deemed payment in respect of its participation in such L/C Letter of Credit Borrowing and shall constitute an L/C a Letter of Credit Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03SECTION 2.16.3. (e) Each Revolving Lender’s 's obligation in accordance with this Agreement to make the Revolving Loans or L/C Letter of Credit Advances, as contemplated by this Section 3.03SECTION 2.16.3, as a result of a drawing under a Letter of Credit other than an Alternate Currency Letter of Credit, shall be absolute and unconditional and without recourse to the applicable LC Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such LC Issuer, the Borrower any Account Party or any other Person for any reason whatsoever; , (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; Effect or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided PROVIDED that each Revolving Lender’s 's obligation to make Revolving Loans with respect to Letters of Credit other than Alternate Currency Letters of Credit under this Section 3.03 SECTION 2.16.3 is subject to the conditions set forth in Section 5.02SECTION 4.2.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer the Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage of such Revolving Lender, '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, each Issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Issuer shall Issuing Lender will promptly notify the Borrower Company and the Agent thereofU.S. Agent. Not later than 1:00 p.m. The Company shall reimburse the Issuing Lender prior to 12:00 noon (Chicago time), on the each date of that any payment amount is paid by the Issuer Issuing Lender under a any Letter of Credit (each such date, an “"Honor Date”"), the Borrower shall reimburse the Issuer in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment so paid by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such noticeIssuing Lender. If the Borrower Company fails to so reimburse the Issuer by such time, Issuing Lender for the Agent shall promptly notify each Revolving Lender of the Honor Date, the full amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In the event the Borrower does not reimburse the Issuer for any drawing under any Letter of Credit by 12:00 noon (Chicago time) on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided aboveDate, the Borrower Issuing Lender will promptly notify the U.S. Agent and the U.S. Agent will promptly notify each Lender thereof, and the Company shall be deemed to have requested a Borrowing of that Base Rate Loans be made by the Lenders to be disbursed at on the Honor Date under such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment combined Commitments and subject to the conditions set forth in Section 5.02 6.2 (other than the delivery of a Notice of Borrowingsubsection 6.2(a) thereof). Any notice given by the Issuer Issuing Lender or the U.S. Agent pursuant to this Section 3.03(bsubsection 4.3(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon receipt of any notice pursuant to Section 3.03(bsubsection 4.3(b) make available to the U.S. Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer Issuing Lender an amount in U.S. Dollars and in immediately available funds equal to its Revolving Percentage Pro Rata Share of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(dsubsection 4.3(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower Company in that such amount. If any Revolving Lender so notified fails to make available to the U.S. Agent for the account of the relevant Issuer Issuing Lender the amount of such Revolving Lender’s Revolving Percentage 's Pro Rata Share of the amount of the such drawing by no later than 12:00 noon 2:00 p.m. (Eastern Chicago time) on the Honor Date, then, without limiting the other provisions of this Agreement, then interest shall accrue on such Revolving Lender’s 's obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the U.S. Federal Funds Rate in effect from time to time during such period. The U.S. Agent will promptly give notice of the occurrence of the Honor Date, but failure of the U.S. Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.034.3. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s Company's failure to satisfy the conditions set forth in Section 5.02 6.2 or for any other reason, the Borrower Company shall be deemed to have incurred from the applicable Issuer Issuing Lender an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.02% per annum, and each Revolving Lender’s 's payment to such Issuer the Issuing Lender pursuant to Section 3.03(csubsection 4.3(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.034.3. (e) Each Revolving Lender’s 's obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.034.3, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer Issuing Lender and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuerthe Issuing Lender, the Borrower Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance existence of a an Event of Default, an Unmatured Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s 's obligation to make Revolving Loans (but not L/C Advances) under this Section 3.03 4.3 is subject to the conditions set forth in Section 5.026.2.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender the Banks shall be deemed to, and hereby irrevocably and unconditionally agrees agree to, purchase from such Issuer a the Issuing Bank participation interests in such Letter Letters of Credit and each drawing thereunder thereunder, ratably in an amount amounts equal to the product of (i) the Revolving Percentage each such Bank's Pro Rata Share of such Revolving LenderAcquisition Loan Commitments, times and (ii) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, drawing respectively. For purposes of Section 2.01, each Each Issuance of a Letter of Credit shall be deemed to utilize the Revolving Acquisition Loan Commitment of each Revolving Lender Bank by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Issuer shall Issuing Bank will promptly notify the Borrower and Company. In the Agent thereofcase of Letters of Credit under which drawings are payable one or more Business Days after the drawing is made, the Issuing Bank will give such notice to the Company at least one Business Day prior to the Honor Date. Not later than 1:00 p.m. The Company shall reimburse the Issuing Bank prior to 11:00 a.m., Houston, Texas time, on the each date of that any payment amount is paid by the Issuer Issuing Bank under a any Letter of Credit (each such date, an “"Honor Date”), the Borrower shall reimburse the Issuer ") in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment so paid by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereofIssuing Bank. In the event the Borrower does not Company fails to reimburse the Issuer Issuing Bank for the full amount of any drawing under any Letter of Credit by 11:00 a.m., Houston, Texas time, on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided aboveDate, the Borrower 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 a Borrowing of an Alternate Base Rate Loans Loan be made by the Banks to be disbursed at on the Honor Date under such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Acquisition Loan Commitment and subject to the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing)Article VIII. Any notice given by the Issuer Issuing Bank or the Agent pursuant to this Section 3.03(b6.3(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall The Banks shall, in accordance with their respective Pro Rata Share of Acquisition Loan Commitments, upon any notice pursuant to Section 3.03(b6.3(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer Issuing Bank an amount in Dollars and in immediately available funds equal to its Revolving Percentage of the amount of the drawing, whereupon the participating Revolving Lenders Banks shall (subject to Section 3.03(d)) each be deemed to have made a Revolving an Acquisition Loan consisting of a an Alternate Base Rate Loan to the applicable Borrower in that amount. If any Revolving Lender Bank so notified fails to make available to the Agent for the account of the relevant Issuer the Issuing Bank said amount of such Revolving Lender’s Revolving Percentage of the amount of the drawing by no later than 12:00 noon (Eastern noon, Houston, Texas time) , on the Honor Date, then, without limiting the other provisions of this Agreement, then interest shall accrue on such Revolving Lender’s Bank's obligation to make such payment, from the Honor Date to the date such Revolving Lender Bank makes such payment, at a the rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice to each Bank of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Second Amended and Restated Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.03.Credit Agreement (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of an Alternate Base Rate Loans Loan to the Borrower Company in whole or in part, because of failure of the Borrower’s failure Company to satisfy the conditions set forth in Section 5.02 Article VIII or for any other reason, the Borrower Company shall be deemed to have incurred from the applicable Issuer an L/C Issuing Bank a Letter of Credit Borrowing in the amount of such drawing, which L/C Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Rate plus 2.0% two percent (2%) per annum, and each Revolving Lender’s Bank's payment to such Issuer the Issuing Bank pursuant to Section 3.03(c6.3(b) shall be deemed payment in respect of its participation in such L/C Letter of Credit Borrowing and shall constitute an L/C a Letter of Credit Advance from such Revolving Lender Bank in satisfaction of its participation obligation under this Section 3.036.3. (e) Each Revolving Lender’s Bank's obligation in accordance with this Agreement to make the Revolving Acquisition Loans or L/C Letter of Credit Advances, as contemplated by this Section 3.036.3, as a result of a drawing under a the Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer Issuing Bank and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender Bank may have against such Issuerthe Issuing Bank, the any Borrower or any other Person for any reason whatsoever; , (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Lender’s Bank's obligation to make Revolving Acquisition Loans under this Section 3.03 6.3 is subject to the conditions set forth in Section 5.02Article VIII.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by other than an IssuerAlternate Currency Letter of Credit (or, in the case of the Existing Letters of Credit, on the Original Closing Date), each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such the applicable LC Issuer a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage of such Revolving Lender, 's Revolver 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, each Issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the applicable LC Issuer shall will promptly notify the Borrower applicable Account Party and the Agent thereofAgent. Not later than 1:00 p.m. The applicable Account Party shall reimburse the applicable LC Issuer prior to 12:00 noon (Chicago time), on the each date of that any payment amount is paid by the such LC Issuer under a any applicable Letter of Credit (each such date, an “"Honor Date”), the Borrower shall reimburse the Issuer ") in an amount equal to the amount so paid by such LC Issuer; provided, to the extent that such LC Issuer accepts a drawing under a Letter of Credit after 12:00 noon (Chicago time), such drawing; provided that, if Account Party will not be obligated to reimburse such LC Issuer until the Borrower does not receive notice prior next Business Day and the "Honor Date" for such Letter of Credit shall be such next Business Day. If such Account Party fails to 10:00 a.m. on such Honor Date of such payment by the Issuer, the Borrower shall reimburse the applicable LC Issuer not later than 1:00 p.m. on for the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the full amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In the event the Borrower does not reimburse the Issuer for any drawing under any Letter of Credit other than an Alternate Currency Letter of Credit by 12:00 noon (Chicago time) on the Honor Date Date, such amount shall bear interest at LC Issuer will promptly notify the rate applicable to Base Rate Loans until reimbursed Agent and if the Borrower fails to reimburse Agent will promptly notify each Revolving Lender and the Issuer at Company thereof, and the time provided above, the Borrower Company shall be deemed to have requested a Borrowing of that Base Rate Loans be made by the Revolving Lenders to be disbursed at on the Honor Date under such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment Commitments and subject to the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing)4.2. Any notice given by the any LC Issuer or the Agent pursuant to this Section 3.03(b2.16.3(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section 3.03(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer an amount in immediately available funds equal to its Revolving Percentage of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant Issuer the amount of such Revolving Lender’s Revolving Percentage of the amount of the drawing by no later than 12:00 noon (Eastern time) on the Honor Date, then, without limiting the other provisions of this Agreement, interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuer an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annum, and each Revolving Lender’s payment to such Issuer pursuant to Section 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuer, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.2.16.3

Risk Participations, Drawings and Reimbursements. (a) a Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer the Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage Pro Rata Share of such Revolving LenderBank, 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 2.012.01(b), each Issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Revolving Lender Bank by an amount equal to the amount of such participation. (b) Upon receipt from b In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Issuer shall Issuing Bank will promptly notify the Borrower and Company. The Company shall reimburse the Agent thereof. Not later than 1:00 p.m. Issuing Bank (by an L/C Borrowing or otherwise) prior to 12:00 Noon (Chicago time), on the each date of that any payment amount is paid by the Issuer Issuing Bank under a any Letter of Credit (each such date, an “Honor Date”"HONOR DATE"), the Borrower shall reimburse the Issuer in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment so paid by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereofIssuing Bank. In the event the Borrower does not Company fails to reimburse the Issuer Issuing Bank for the full amount of any drawing under any Letter of Credit by 12:00 Noon (Chicago time) on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided aboveDate, the Borrower 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 a Borrowing of that Base Rate Loans to be disbursed at such time in an aggregate amount equal to the Unreimbursed Amountunreimbursed drawing be made by the Banks to be disbursed on the Honor Date under such Letter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment and the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing). Any notice given by the Issuer or the Agent pursuant to this Section 3.03(b) may be given by telephone if immediately confirmed in writing in accordance with Section 11.02; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section 3.03(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer an amount in immediately available funds equal to its Revolving Percentage of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant Issuer the amount of such Revolving Lender’s Revolving Percentage of the amount of the drawing by no later than 12:00 noon (Eastern time) on the Honor Date, then, without limiting the other provisions of this Agreement, interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuer an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annum, and each Revolving Lender’s payment to such Issuer pursuant to Section 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuer, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.025.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an Issueron or after the Effective Date, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer the applicable Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage of such Revolving Lender, '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 2.012.1, each Issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from . In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Issuer shall applicable Issuing Lender will promptly notify the Borrower Company and the Agent thereofAdministrative Agent. Not later than 1:00 p.m. The Company shall (subject, if applicable, to its right to obtain Base Rate Loans as provided below) reimburse the applicable Issuing Lender prior to 11:00 a.m. Charlotte time on the each date of that any payment amount is paid by the Issuer such Issuing Lender under a any Letter of Credit (each such date, an “"Honor Date”), the Borrower shall reimburse the Issuer ") in an amount equal to the amount of so paid by such drawingIssuing Lender; provided that, if to the Borrower does not receive notice prior to 10:00 extent that any Issuing Lender accepts a drawing under a Letter of Credit after 11:00 a.m. on such Honor Date of such payment by the IssuerCharlotte time, the Borrower shall Company will not be obligated to reimburse such Issuing Lender until the Issuer not later than 1:00 p.m. on the first next Business Day following and the "Honor Date" for such Letter of Credit shall be such next Business Day upon which the Borrower receives such noticeDay. If the Borrower Company fails to so reimburse an Issuing Lender for the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the full amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In the event the Borrower does not reimburse the Issuer for any drawing under any Letter of Credit by 11:00 a.m. Charlotte time on the Honor Date Date, such amount shall bear interest at Issuing Lender will promptly notify the rate applicable to Base Rate Loans until reimbursed Administrative Agent and if the Borrower fails to reimburse Administrative Agent will promptly notify each Lender thereof (no later than 12:00 noon Charlotte time on such Honor Date), and the Issuer at the time provided above, the Borrower Company shall be deemed to have requested a Borrowing of that Base Rate Loans be made by the Lenders to be disbursed at on the Honor Date under such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment combined Commitments and subject to the conditions set forth in Section 5.02 (5.2 other than the delivery of a Notice of BorrowingSection 5.2(a). Any notice given by the Issuer an Issuing Lender or the Administrative Agent pursuant to this Section 3.03(bsubsection 3.3(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section 3.03(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer an amount in immediately available funds equal to its Revolving Percentage of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant Issuer the amount of such Revolving Lender’s Revolving Percentage of the amount of the drawing by no later than 12:00 noon (Eastern time) on the Honor Date, then, without limiting the other provisions of this Agreement, interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuer an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annum, and each Revolving Lender’s payment to such Issuer pursuant to Section 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuer, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit Issued by an Issuerthe Issuing Bank which is Issued prior to the Conversion to Reduced Funding Lenders Date, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer the Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage Pro Rata Share of such Revolving Lender, times (ii) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. All Letters of Credit Issued after the Conversion to Reduced Funding Lenders Date shall be participated in only by the Approving Lenders. For purposes of Section 2.01, each Issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment Uncommitted Line Portion of each Revolving Lender (or Approving Lender, as the case may be) by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any Letter of Credit of any notice of request for a drawing under such Letter of Credit, the Issuer shall notify the Borrower and the Agent thereof. Not later than 1:00 p.m. on the date of any payment by the Issuer under a Letter of Credit (each such date, an “Honor Date”)Issued by the Issuing Bank by the beneficiary or transferee thereof, the Borrower shall reimburse the Issuer in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer by such time, the Agent shall Issuing Bank will promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In the event the Borrower does not reimburse the Issuer for any drawing under any Letter of Credit on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided above, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans to be disbursed at such time in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment and the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing)Borrower. Any notice given by the Issuer Issuing Bank or the Administrative Agent pursuant to this Section Subsection 3.03(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. The Borrower shall reimburse the Issuing Bank prior to 5:00 p.m. (New York City 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 an amount equal to the amount so paid by the Issuing Bank. In the event the Borrower fails to reimburse the Issuing Bank for the full amount of any drawing under any Letter of Credit, by 5:00 p.m. (New York City time) on the Honor Date, the Issuing Bank will promptly notify Administrative Agent and Administrative Agent will promptly notify each Lender thereof, and Borrower shall be deemed to have requested that Revolving Loans be made by the Lenders to be disbursed to the Issuing Bank not later than one (1) Business Day after the Honor Date under such Letter of Credit, subject to the amount of the unutilized portion of the Borrowing Base Line. (c) Each Revolving Lender shall upon any notice pursuant to Section Subsection 3.03(b) make available to the Administrative Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer Issuing Bank an amount in United States Dollars and in immediately available funds equal to its Revolving Percentage applicable Pro Rata Share of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section Subsection 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower in that amount. If any Revolving Lender so notified fails to make available to the Administrative Agent for the account of the relevant Issuer Issuing Bank the amount of such Revolving Lender’s Revolving Percentage Pro Rata Share of the amount of the drawing drawing, by no later than 12:00 noon 3:00 p.m. (Eastern New York City time) on the Business Day following the Honor Date, then, without limiting the other provisions of this Agreement, then interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Administrative Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Administrative Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s failure to satisfy the conditions set forth in Section 5.02 or part for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuer Issuing Bank an L/C Borrowing in the amount of such drawingUnited States Dollars, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annumDefault Rate, and each Revolving Lender’s payment to such Issuer the Issuing Bank pursuant to Section Subsection 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer relevant Issuing Bank and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuerthe Issuing Bank, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that . (f) Notwithstanding the foregoing, each Revolving Lender’s obligation Loan and L/C Advance made to make Revolving Loans under this Section 3.03 is subject fund payment of any Letter of Credit which was Issued or amended on or after the Conversion to Reduced Funding Lenders Date shall be made only by the conditions set forth in Section 5.02Approving Lenders.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such the Issuer a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage Pro Rata Share of such Revolving Lender, 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(a), each Issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Issuer shall will promptly notify the Borrower and Company. The Company shall reimburse the Agent thereof. Not later than 1:00 p.m. Issuer prior to 11:00 a.m. (Chicago time), on the each date of that any payment amount is paid by the Issuer under a any Letter of Credit (each such date, an “Honor Date”"HONOR DATE"), the Borrower shall reimburse the Issuer in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment so paid by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In the event the Borrower does not Company fails to reimburse the Issuer for the full amount of any drawing under any Letter of Credit by 11:00 a.m. (Chicago time) on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse Date, the Issuer at will promptly notify the time provided aboveAdministrative Agent and the Administrative Agent will promptly notify each Lender thereof, and the Borrower Company shall be deemed to have requested a Borrowing of that Base Rate Loans to be disbursed at such time in an amount equal to such unreimbursed amount be made by the Unreimbursed AmountLenders to be disbursed on the Honor Date under such Letter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment and subject to the conditions set forth in Section SECTION 5.02 (other than but without regard to the delivery of a Notice of Borrowingprocedures set forth in SUBSECTION 2.03(a). Any notice given by the Issuer or the Administrative Agent pursuant to this Section SUBSECTION 3.03(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section 3.03(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer an amount in immediately available funds equal to its Revolving Percentage of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant Issuer the amount of such Revolving Lender’s Revolving Percentage of the amount of the drawing by no later than 12:00 noon (Eastern time) on the Honor Date, then, without limiting the other provisions of this Agreement, interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section SUBSECTION 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuer an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annum, and each Revolving Lender’s payment to such Issuer pursuant to Section 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuer, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer the Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage of such Revolving Lender, '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 2.01SECTION 2.1, each Issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Issuer shall Issuing Lender will promptly notify the Borrower Company and the Agent thereofAdministrative Agent. Not later than 1:00 p.m. The Company shall (subject, if applicable, to its right to obtain Base Rate Committed Loans as provided below) reimburse the Issuing Lender prior to 10:00 a.m. Chicago time on the each date of that any payment amount is paid by the Issuer Issuing Lender under a any Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Issuer "HONOR DATE") in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment so paid by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such noticeIssuing Lender. If the Borrower Company fails to so reimburse the Issuer by such time, Issuing Lender for the Agent shall promptly notify each Revolving Lender of the Honor Date, the full amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In the event the Borrower does not reimburse the Issuer for any drawing under any Letter of Credit by 10:00 a.m. Chicago time on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided aboveDate, the Borrower Issuing Lender will promptly notify the Administrative Agent and the Administrative Agent will promptly notify each Lender thereof, and the Company shall be deemed to have requested a Borrowing of that Base Rate Committed Loans be made by the Lenders to be disbursed at on the Honor Date under such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment and subject to the conditions set forth in Section 5.02 (SECTION 5.2 other than the delivery of a Notice of BorrowingSECTION 5.2(a). Any notice given by the Issuer Issuing Lender or the Administrative Agent pursuant to this Section 3.03(bSUBSECTION 3.3(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided PROVIDED that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section 3.03(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer an amount in immediately available funds equal to its Revolving Percentage of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant Issuer the amount of such Revolving Lender’s Revolving Percentage of the amount of the drawing by no later than 12:00 noon (Eastern time) on the Honor Date, then, without limiting the other provisions of this Agreement, interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuer an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annum, and each Revolving Lender’s payment to such Issuer pursuant to Section 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuer, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.SUBSECTION 3.3

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a Letter of Credit by an Issuer, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage of such Revolving Lender, times (ii) the Dollar Equivalent of 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 Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable Issuer shall notify the Borrower Company and the Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the Company shall reimburse the applicable Issuer in such Alternative Currency, unless (i) such Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (ii) in the absence of any such requirement for reimbursement in Dollars, the Company shall have notified such Issuer promptly following receipt of the notice of drawing that the Company will reimburse such Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the applicable Issuer shall notify the Company of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 1:00 p.m. 10:00 a.m. on the date of any payment by the applicable Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by such Issuer under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), the Borrower Company shall reimburse the such Issuer in an amount equal to the amount of such drawingdrawing and in the applicable currency; provided provided, that, if the Borrower Company does not receive notice of the amount in Dollars or the applicable Alternative Currency, as the case may be, to be paid to such Issuer in respect of such Letter of Credit prior to 10:00 9:00 a.m. on such Honor Date of such payment by the IssuerDate, the Borrower Company shall (or shall cause the applicable Subsidiary to) reimburse the such Issuer not later than 1:00 p.m. 10:00 a.m. on the first Business Day following the Business Day upon immediately following the date on which the Borrower Company receives such noticenotice (and such reimbursement shall include interest for the period from the Honor Date to the date of reimbursement at the Base Rate (or such other rate as the Company and such Issuer shall agree) on the amount so reimbursed). If the Borrower Company fails to so reimburse the applicable Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Revolving Percentage thereof. In the event the Borrower does not reimburse the Issuer for any drawing under any Letter of Credit on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided aboveevent, the Borrower Company shall be deemed to have requested a Borrowing of Revolving Loans that are Base Rate Loans to be disbursed at such time on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment and the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing). Any notice given by the an Issuer or the Agent pursuant to this Section 3.03(b) may be given by telephone if immediately confirmed in writing in accordance with Section 11.02; provided that provided, that, the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section 3.03(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant applicable Issuer an amount in immediately available funds Dollars and in Same Day Funds equal to its Revolving Percentage of the Dollar Equivalent of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower Company in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant applicable Issuer the amount of such Revolving Lender’s Revolving Percentage of the Dollar Equivalent of the amount of the drawing by no later than 12:00 noon (Eastern local time) on the Honor Date, then, without limiting the other provisions of this Agreement, interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower Company in whole or in part, because of the BorrowerCompany’s failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower Company shall be deemed to have incurred from the applicable Issuer an L/C Borrowing in the Dollar Equivalent of the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Base Rate Margin plus 2.0% per annum, and each Revolving Lender’s payment to such Issuer pursuant to Section 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuer, the Borrower Company or any other Person for any reason whatsoever; , (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; , or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that provided, that, each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer the applicable L/C Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage Pro Rata Share of such Revolving Lender, Lender 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 Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participationCredit. (b) Upon receipt from In the beneficiary event of any Letter of Credit of any notice of request for a drawing under such Letter of Credit, the Issuer shall notify the Borrower and the Agent thereof. Not later than 1:00 p.m. on the date of any payment by the Issuer under a Letter of Credit by the beneficiary or transferee thereof, each L/C Lender will promptly notify the Applicable Borrower (but the failure to so notify any Borrower shall not impair any rights of the Lenders or modify any obligation of the Borrowers). The Applicable Borrower shall reimburse each L/C Lender prior to 1:00 p.m. (New York City time), on each date that any amount is paid by such L/C Lender under any Letter of Credit Issued for the account of such Borrower (each such date, an “"Honor Date”"), if such payment by such L/C Lender is made prior to 11:00 a.m. (New York City time) on the Borrower shall reimburse Honor Date or by 11:00 a.m. (New York City time) on the Issuer next Business Day after the Honor Date if such payment is made on or after 11:00 a.m. (New York City time) on the Honor Date, in each case in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer paid by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such L/C Lender’s Applicable Percentage thereof. In the event the Applicable Borrower does not fails to reimburse any L/C Lender for the Issuer for full amount of any drawing under any Letter of Credit on when due, such L/C Lender will promptly notify the Honor Date such amount shall bear interest at Administrative Agent and the rate applicable to Base Rate Loans until reimbursed and if Administrative Agent will promptly notify each Revolving Lender thereof. Thereupon the Borrower fails to reimburse the Issuer at the time provided above, the Applicable Borrower shall be deemed to have requested a Borrowing of Base Rate ABR Loans to be disbursed at such time in an amount equal to the Unreimbursed AmountDollar Equivalent of such reimbursement, without regard to be made by the minimum Revolving Lenders and multiples specified in Section 2.03 for to be disbursed on the principal amount date such reimbursement is due under such Letter of Base Rate LoansCredit, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment and subject to the conditions set forth in Section 5.02 subsections 5.2(b) and (other than the delivery of a Notice of Borrowingc). Any notice given by the Issuer any L/C Lender or the Administrative Agent pursuant to this Section 3.03(bsubsection 3.3(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided provided, however, that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section 3.03(bsubsection 3.3(b) or 3.3 (d) make available to the Administrative Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer each applicable L/C Lender an amount in immediately available funds U.S. Dollars and in Same Day Funds equal to its Revolving Percentage Pro Rata Share of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(dsubsection 3.3(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate an ABR Loan to the Applicable Borrower in that amountamount with interest at a rate per annum equal to the Alternate Base Rate, plus the Applicable Margin for ABR Loans. If any Revolving Lender so notified fails to make available to the Administrative Agent for the account of the relevant Issuer any L/C Lender the amount of such Revolving Lender’s Revolving Percentage 's Pro Rata Share of the amount of the drawing by no later than 12:00 noon 1:00 p.m. (Eastern New York time) on the Honor Datedate so requested, then, without limiting the other provisions of this Agreement, then interest shall accrue on such Revolving Lender’s 's obligation to make such payment, from the Honor Date date so requested to the date such Revolving Lender makes such payment, at a rate per annum equal to the U.S. Federal Funds Rate in effect from time to time during such period. The Administrative Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Administrative Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such the date reimbursement is due shall not relieve such Revolving Lender from its obligations under this Section 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuer an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annum, and each Revolving Lender’s payment to such Issuer pursuant to Section 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuer, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.3.3. 77

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer the Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage of such Revolving Lender, 's Revolving Percentage 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 Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Issuer shall Issuing Lender will promptly notify the Borrower Company and the Agent thereofAdministrative Agent. Not later than 1:00 p.m. The Company shall reimburse the Issuing Lender on the each date of that any payment amount is paid by the Issuer Issuing Lender under a any Letter of Credit (each such date, an “"Honor Date”), the Borrower shall reimburse the Issuer ") in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment so paid by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such noticeIssuing Lender. If the Borrower Company fails to so reimburse the Issuer by such time, Issuing Lender for the Agent shall promptly notify each Revolving Lender of the Honor Date, the full amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In the event the Borrower does not reimburse the Issuer for any drawing under any Letter of Credit on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided aboveDate, the Borrower Issuing Lender will promptly notify the Administrative Agent and the Administrative Agent will promptly notify each Revolving Lender thereof, and the Company shall be deemed to have requested a Borrowing of that Base Rate Loans be made by the Revolving Lenders to be disbursed at on the Honor Date under such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment Commitments and subject to the conditions set forth in Section 5.02 (5.3 other than the delivery of a Notice of Borrowingsubsection 5.3(a). Any notice given by the Issuer Issuing Lender or the Administrative Agent pursuant to this Section 3.03(bsubsection 3.3(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section 3.03(bsubsection 33(b) make available to the Administrative Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer Issuing Lender an amount in Dollars and in immediately available funds equal to its Revolving Percentage of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(dsubsection 3.3(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower Company in that such amount. If any Revolving Lender so notified fails to make available to the Administrative Agent for the account of the relevant Issuer Issuing Lender the amount of such Revolving Lender’s 's Revolving Percentage of the amount of the such drawing by no later than 12:00 noon 1:00 p.m. (Eastern Chicago time) on the Honor Date, then, without limiting the other provisions of this Agreement, then interest shall accrue on such Revolving Lender’s 's obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Administrative Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Administrative Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.033.3. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s Company's failure to satisfy the conditions set forth in Section 5.02 5.3 (other than subsection 5.3(a), which need not be satisfied) or for any other reason, the Borrower Company shall be deemed to have incurred from the applicable Issuer Issuing Lender an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Base Rate Margin then in effect for Revolving Loans plus 2.02% per annum, and each Revolving Lender’s 's payment to such Issuer the Issuing Lender pursuant to Section 3.03(csubsection 3.3(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.033.3. (e) Each Revolving Lender’s 's obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.033.3, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer Issuing Lender and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuerthe Issuing Lender, the Borrower Company or any other Person for any reason whatsoever; , (ii) the occurrence or continuance of a an Event of Default, an Unmatured Event of Default or a Material Adverse Effect; Effect or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s 's obligation to make Revolving Loans under this Section 3.03 3.3 is subject to the conditions set forth in Section 5.025.3.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such the applicable Issuer a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (iA) the Revolving Percentage Pro Rata Share of such Revolving Lender, times (iiB) the maximum amount available to be drawn under such Letter of Credit and the amount of any such drawingdrawing thereunder, respectively. For purposes of Section 2.01, each Issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the applicable Issuer shall will promptly notify the Borrower and Representatives. The applicable Borrower shall reimburse the Agent thereof. Not later than 1:00 p.m. applicable Issuer prior to the Requisite Time, on the each date of that any payment amount is paid by the such Issuer under a any Letter of Credit (each such date, an “"Honor Date”"), the Borrower shall reimburse the Issuer in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer paid by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereofIssuer. In the event the applicable Borrower does not fails to reimburse the applicable Issuer for the full amount of any drawing under any Letter of Credit by 1:00 p.m. (local time) on the Honor Date Date, such amount shall bear interest at Issuer will promptly notify the rate Administrative Agent and the Administrative Agent will promptly notify each Lender thereof, and the applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided above, the Borrower shall be deemed to have requested a Borrowing of that Base Rate Loans, in the case of Letters of Credit denominated in Dollars, and Loans to be disbursed maintained at such time the Offshore Currency Domestic Rate, in the case of the Loan Note Credit Support and other Letters of Credit denominated in an Offshore Currency, in an amount equal to such unreimbursed amount be made by the Unreimbursed AmountLenders to be disbursed on the Honor Date under such Letter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the (x) in the case of the Loan Note Credit Support, first, the Sterling Term Loan Commitment until such commitment is fully utilized and second, the Aggregate Revolving Loan Commitment, (y) in the case of the Existing Fleet Letter of Credit, first, the NSC Term Loan Commitment until such commitment is fully utilized and second, the Aggregate Revolving Loan Commitment and (z) in the case of all other Letters of Credit, the Aggregate Revolving Loan Commitment, and subject to the conditions set forth in Section 5.02 5.02(b) and (other than the delivery of a Notice of Borrowingc). Any notice given by the an Issuer or the Administrative Agent pursuant to this Section subsection 3.03(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section 3.03(b) make available to the Administrative Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer an amount in immediately available funds Same Day Funds equal to its Revolving Percentage Pro Rata Share of the amount of the drawingdrawing for which they are required to provide reimbursement, whereupon the each participating Revolving Lenders Lender shall (subject to Section 3.03(d)) each be deemed to have made a Term Loan and/or Revolving Loan Loan, as the case may be, consisting of a Base Rate Loan, a Loan maintained at the Offshore Currency Domestic Rate or Offshore Rate Loan, as the case may be, to the relevant Borrower in that amount. If any Revolving Lender so notified fails to make available to the Administrative Agent for the account of the relevant an Issuer the amount of such Revolving Lender’s Revolving Percentage 's Pro Rata Share of the amount of the drawing by no later than 12:00 noon 3:00 p.m. (Eastern Charlotte, North Carolina time) on the Honor Date, then, without limiting the other provisions of this Agreement, then interest shall accrue on such Revolving Lender’s 's obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Administrative Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Administrative Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.033.03(c). (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower relevant Borrower, in whole or in part, because of the a Borrower’s 's failure to satisfy the conditions set forth in Section 5.02 5.02(b) or for any other reason(c), the relevant Borrower shall be deemed to have incurred from the applicable Issuer an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to (x) in the case of an L/C Borrowing denominated in Dollars, the Base Rate Rate, plus the Applicable Base Rate Margin for Revolving Loans or Term Loans, as the case may be, plus 2.0% per annum, and (y) in the case of an L/C Borrowing denominated in an Offshore Currency, the Offshore Currency Domestic Rate, plus the Applicable Offshore Rate Margin for Term Loans, plus 2.0% per annum, and each Revolving Lender’s 's payment to such the applicable Issuer pursuant to Section subsection 3.03(c) shall be deemed to be payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.033.03(b), and (c). (e) Each Revolving Lender’s 's obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such an Issuer, the a Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Lender’s 's obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.025.02(b) and (c).

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer the Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage of such Revolving Lender, '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, each Issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Issuer shall Issuing Lender will promptly notify the Borrower Company and the Agent thereofAgent. Not later than The Company shall reimburse the Issuing Lender prior to 1:00 p.m. (Chicago time), on the each date of that any payment amount is paid by the Issuer Issuing Lender under a any Letter of Credit (each such date, an “"Honor Date”"), the Borrower shall reimburse the Issuer in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment so paid by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such noticeIssuing Lender. If the Borrower Company fails to so reimburse the Issuer by such time, Issuing Lender for the Agent shall promptly notify each Revolving Lender of the Honor Date, the full amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In the event the Borrower does not reimburse the Issuer for any drawing under any Letter of Credit by 1:00 p.m. (Chicago time) on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided aboveDate, the Borrower Issuing Lender will promptly notify the Agent and the Agent will promptly notify each Lender thereof, and the Company shall be deemed to have requested a Borrowing of that Base Rate Loans be made by the Lenders to be disbursed at on the Honor Date under such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment and subject to the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing)5.2. Any notice given by the Issuer Issuing Lender or the Agent pursuant to this Section 3.03(bsubsection 3.3(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section 3.03(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer an amount in immediately available funds equal to its Revolving Percentage of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant Issuer the amount of such Revolving Lender’s Revolving Percentage of the amount of the drawing by no later than 12:00 noon (Eastern time) on the Honor Date, then, without limiting the other provisions of this Agreement, interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuer an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annum, and each Revolving Lender’s payment to such Issuer pursuant to Section 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuer, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.subsection 3.3

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a Letter of Credit by an Issuer, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage of such Revolving Lender, 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 Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuer thereof shall notify the Borrower and the Agent thereof. Not later than 1:00 p.m. on the date of any payment by the an Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the such Issuer in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment by the such Issuer, the Borrower shall reimburse the such Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the such Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such LenderXxxxxx’s Applicable Percentage thereof. In the event the Borrower does not reimburse the an Issuer for any drawing under any Letter of Credit on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the such Issuer at the time provided above, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans to be disbursed at such time in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment and the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing). Any notice given by the an Issuer or the Agent pursuant to this Section 3.03(b) may be given by telephone if immediately confirmed in writing in accordance with Section 11.02; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section 3.03(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer an amount in immediately available funds equal to its Revolving Percentage of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant Issuer the amount of such Revolving Lender’s Revolving Percentage of the amount of the drawing by no later than 12:00 noon (Eastern time) on the Honor Date, then, without limiting the other provisions of this Agreement, interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuer an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annum, and each Revolving Lender’s payment to such Issuer pursuant to Section 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuer, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender shall be deemed to, and the Acquisition Loan Lenders hereby irrevocably and unconditionally agrees agree to, and hereby, purchase from such Issuer a the relevant Issuing Bank participation interests in such Letter Letters of Credit and each drawing thereunder thereunder, ratably in an amount amounts equal to the product of (i) the Revolving Percentage each such Lender’s Pro Rata Share of such Revolving LenderAcquisition Loan Commitments, times and (ii) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, drawing respectively. For purposes of Section 2.01, each Each Issuance of a Letter of Credit shall be deemed to utilize the Revolving Acquisition Loan Commitment of each Revolving Acquisition Loan Lender by an amount equal to the amount of such participationparticipation (including for the purpose of calculating fees payable pursuant to Section 5.4). (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Issuer shall relevant Issuing Bank will promptly notify the Borrower and Company. In the Agent thereofcase of Letters of Credit under which drawings are payable one or more Business Days after the drawing is made, the relevant Issuing Bank will give such notice to the Company at least one Business Day prior to the Honor Date. Not later than 1:00 p.m. The Company shall reimburse the relevant Issuing Bank prior to 11:00 a.m., Houston, Texas time, on the each date of that any payment amount is paid by the Issuer such Issuing Bank under a any Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Issuer ) in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer paid by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereofIssuing Bank. In the event the Borrower does not Company fails to reimburse the Issuer relevant Issuing Bank for the full amount of any drawing under any Letter of Credit by 11:00 a.m., Houston, Texas time, on the Honor Date Date, such amount shall bear interest at Issuing Bank will promptly notify the rate applicable to Base Rate Loans until reimbursed Agent and if the Borrower fails to reimburse Agent will promptly notify each Lender thereof, and the Issuer at the time provided above, the Borrower Company shall be deemed to have requested a Borrowing of an Alternate Base Rate Loans Loan that is an Acquisition Loan be made by the Lenders to be disbursed at on the Honor Date under such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment and the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing)Acquisition Loan Commitment. Any notice given by the Issuer an Issuing Bank or the Agent pursuant to this Section 3.03(b6.3(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall The Acquisition Loan Lenders shall, subject to the conditions set forth in Article VII, in accordance with their respective Pro Rata Share of Acquisition Loan Commitments upon any notice pursuant to Section 3.03(b6.3(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer Issuing Bank an amount in Dollars and in immediately available funds equal to its Revolving Percentage of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(d)) each be deemed to have made a Revolving an Acquisition Loan consisting of a an Alternate Base Rate Loan to the applicable Borrower in that amount. If any Revolving Acquisition Loan Lender so notified fails to make available to the Agent for the account of the relevant Issuer the Issuing Bank said amount of such Revolving Lender’s Revolving Percentage of the amount of the drawing by no later than 12:00 noon (Eastern noon, Houston, Texas time) , on the Honor Date, then, without limiting the other provisions of this Agreement, then interest shall accrue on such Revolving Lender’s obligation xxxxxation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a the rate per annum equal to the Federal Funds Effective Rate in effect from time to time during such period. The Agent will promptly give notice to each Lender of the occurrence of the any Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.036.3. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of an Alternate Base Rate Loans to the Borrower Loan in whole or in part, because of failure of the Borrower’s failure Company to satisfy the conditions set forth in Section 5.02 Article VIII or for any other reason, the Borrower Company shall be deemed to have incurred from the applicable Issuer an L/C relevant Issuing Bank a Letter of Credit Borrowing in the amount of such drawing, which L/C Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Rate plus 2.0% two percent (2%) per annum, and each Revolving Lender’s payment to such Issuer Issuing Bank pursuant to Section 3.03(c6.3(b) shall be deemed constitute payment in respect of its participation in such L/C Letter of Credit Borrowing and shall constitute an L/C a Letter of Credit Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.036.3. (e) Each Revolving Acquisition Loan Lender’s obligation in accordance with this Agreement to make the Revolving Acquisition Loans or L/C Letter of Credit Advances, as contemplated by this Section 3.036.3, as a result of a drawing under a the Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer relevant Issuing Bank and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such IssuerIssuing Bank, the any Borrower or any other Person for any reason whatsoever; , (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; , or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer the L/C Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage Pro Rata Share of such Revolving Lender, Lender 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 Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any Letter of Credit of any notice of request for a drawing under such Letter of Credit, the Issuer shall notify the Borrower and the Agent thereof. Not later than 1:00 p.m. on the date of any payment by the Issuer under a Letter of Credit by the beneficiary or transferee thereof, the L/C Lender will promptly notify the Applicable Borrower (but the failure to so notify any Borrower shall not impair any rights of the Lenders or modify any obligation of the Borrowers). The Applicable Borrower shall reimburse the L/C Lender prior to 1:00 p.m. (New York City time), on each date that any amount is paid by the L/C Lender under any Letter of Credit issued for the account of such Borrower (each such date, an “"Honor Date”"), if such payment by the Borrower shall reimburse L/C Lender is made prior to 11:00 a.m. (New York City time) on the Issuer Honor Date or by 11:00 a.m. (New York City time) on the next Business Day after the Honor Date if such payment is made on or after 11:00 a.m. (New York City time) on the Honor Date, in each case in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment so paid by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such L/C Lender’s Applicable Percentage thereof. In the event the Applicable Borrower does not fails to reimburse the Issuer L/C Lender for the full amount of any drawing under any Letter of Credit by 1:00 p.m. (New York City time) on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided aboveDate, the L/C Lender will promptly notify the Paying Agent and the Paying Agent will promptly notify each Revolving Lender thereof. Thereupon the Applicable Borrower shall be deemed to have requested a Borrowing of Base Rate that Revolving Loans be made by the Revolving Lenders to be disbursed at on the Honor Date under such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment and subject to the conditions set forth in Section 5.02 subsections 5.3(b) and (other than c), which Loans shall be ABR Loans accruing interest at a rate per annum equal to the delivery Alternate Base Rate, plus the Applicable Margin for ABR Loans which are Revolving Loans, in the case of a Notice drawing in U.S. Dollars, or Loans accruing interest at a rate per annum equal to the Overnight Rate applicable to such Offshore Currency from time to time in effect, plus the Applicable Margin for LIBOR Loans which are Revolving Loans, in the case of Borrowing)a drawing in an Offshore Currency. Any notice given by the Issuer L/C Lender or the Paying Agent pursuant to this Section 3.03(bsubsection 3.3(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided provided, however, that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section 3.03(bsubsection 3.3(b) make available to the Paying Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer L/C Lender an amount in immediately available funds U.S. Dollars or the Offshore Currency in which such Letter of Credit is denominated, as the case may be, and in Same Day Funds equal to its Revolving Percentage Pro Rata Share of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(dsub- section 3.3(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Applicable Borrower in that amountamount accruing interest at a rate per annum equal to the Alternate Base Rate, plus the Applicable Margin for ABR Loans which are Revolving Loans (in the case of a drawing in U.S. Dollars), or the Overnight Rate applicable to such Offshore Currency from time to time in effect, plus the Applicable Margin for LIBOR Loans which are Revolving Loans (in the case of a drawing in an Offshore Currency). If any Revolving Lender so notified fails to make available to the Paying Agent for the account of the relevant Issuer L/C Lender the amount of such Revolving Lender’s Revolving Percentage 's Pro Rata Share of the amount of the drawing by no later than 12:00 noon 1:00 p.m. (Eastern New York time) on the Honor Date, then, without limiting the other provisions of this Agreement, then interest shall accrue on such Revolving Lender’s 's obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to (i) in the case of a drawing in U.S. Dollars, the U.S. Federal Funds Rate in effect from time to time during such periodperiod and (ii) in the case of a drawing in an Offshore Currency, the Overnight Rate applicable to such Offshore Currency from time to time in effect. The Paying Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Paying Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.033.3. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Applicable Borrower in whole or in part, because of the such Borrower’s 's failure to satisfy the conditions set forth in Section 5.02 subsections 5.3(b) and (c) or for any other reason, the such Borrower shall be deemed to have incurred from the applicable Issuer L/C Lender an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to (i) in the case of a drawing in U.S. Dollars, the Alternate Base Rate, plus 2% per annum, and (ii) in the case of a drawing in an Offshore Currency, the Overnight Rate applicable to such Offshore Currency from time to time in effect, plus the Applicable Rate plus 2.02% per annum, and each Revolving Lender’s 's payment to such Issuer the L/C Lender pursuant to Section 3.03(csubsection 3.3(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.033.3. (e) Each Revolving Lender’s 's obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.033.3, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer L/C Lender and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Re- volving Lender may have against such Issuerthe L/C Lender, the Applicable Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a an Event of Default, an Unmatured Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Lender’s 's obligation to make Revolving Loans under this Section 3.03 3.3 is subject to the conditions set forth in Section 5.025.3.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer the Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage Pro Rata Share of such Revolving LenderBank, 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 Revolving Commitment of each Revolving Lender Bank by an amount equal to the amount of such participation.participation for so long as any related L/C Obligations shall be outstanding. 60 (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Issuer shall Issuing Bank will promptly notify the Borrower Company and the Agent thereofAgent. Not later than 1:00 Provided it shall have received such notice, the Company shall reimburse the Issuing Bank prior to 12:00 p.m. (Chicago time) on the each date of that any payment amount is paid by the Issuer Issuing Bank under a any Letter of Credit (each such date, an “"Honor Date”), the Borrower shall reimburse the Issuer ") in an amount equal to the amount of such drawingso paid by the Issuing Bank; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date Letter of such payment by the IssuerCredit is denominated in an Offshore L/C Currency, the Borrower Company shall reimburse pay to the Issuer not later than 1:00 p.m. on Issuing Bank the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer by such time, the Agent shall promptly notify each Revolving Lender Dollar Equivalent of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereofOffshore L/C Currency paid by the Issuing Bank under such Letter of Credit. In the event the Borrower does not Company fails to reimburse the Issuer Issuing Bank for the full amount of any drawing under any Letter of Credit by 12:00 p.m. (Chicago time) on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided aboveDate, the Borrower 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 a Borrowing of that Base Rate Loans be made by the Banks to be disbursed at on the Honor Date under such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment and subject to the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing)any notice requirements. Any notice given by the Issuer Issuing Bank or the Agent pursuant to this Section subsection 3.03(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender Bank shall upon any notice pursuant to Section subsection 3.03(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer Issuing Bank an amount in Dollars and in immediately available funds equal to its Revolving Percentage Pro Rata Share of the amount of the Dollar Equivalent of the drawing, whereupon the participating Revolving Lenders Banks shall (subject to Section subsection 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower Company in that amount. If any Revolving Lender Bank so notified fails to make available to the Agent for the account of the relevant Issuer Issuing Bank the amount of such Revolving Lender’s Revolving Percentage Bank's Pro Rata Share of the such amount of the drawing by no later than 12:00 noon 2:00 p.m. (Eastern Chicago time) on the Honor Date, then, without limiting the other provisions of this Agreement, then interest shall accrue on such Revolving Lender’s Bank's obligation to make such payment, from the Honor Date to the date such Revolving Lender Bank makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender Bank to effect such payment on such date shall not relieve such Revolving Lender Bank from its obligations under this Section 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower Company in whole or in partpart as contemplated by subsection 3.03(b), because of the Borrower’s Company's failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower Company shall be deemed to have incurred from the applicable Issuer Issuing Bank an L/C Borrowing in the Dollar Equivalent amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annumRate, and each Revolving Lender’s Bank's payment to such Issuer the Issuing Bank pursuant to Section subsection 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender Bank in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s Bank's obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer Issuing Bank and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender Bank may have against such Issuerthe Issuing Bank, the Borrower Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.or

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer the Issuing Banks a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage Pro Rata Share of such Revolving Lender, times multiplied by (ii) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. For purposes of Section 2.012.01(b), each Issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Issuer Issuing Banks will promptly notify Borrower Representative. Borrowers shall notify reimburse the Borrower and the Agent thereof. Not later than 1:00 p.m. Issuing Banks prior to 10:00 a.m. (California time), on the each date of that any payment amount is paid by the Issuer Issuing Banks under a any Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Issuer in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment so paid by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereofIssuing Banks. In the event the Borrower does not Borrowers fail to reimburse the Issuer Issuing Banks for the full amount of any drawing under any Letter of Credit by 10:00 a.m. (California time) on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided aboveDate, the Borrower Issuing Banks will promptly notify Agent and Agent will promptly notify each Revolving Lender thereof, and Borrowers shall be deemed to have requested a Borrowing in satisfaction of its reimbursement obligations that Base Rate Loans be made by the Revolving Lenders to be disbursed at on the Honor Date under such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Loan Commitment and subject to the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing)5.02. Any notice given by the Issuer Issuing Banks or the Agent pursuant to this Section 3.03(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided provided, that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section 3.03(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer Issuing Bank an amount in Dollars and in immediately available funds equal to its Revolving Percentage Pro Rata Share of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower Borrowers in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant Issuer Issuing Bank the amount of such Revolving Lender’s Revolving Percentage Pro Rata Share of the amount of the drawing by no later than 12:00 noon (Eastern California time) on the Honor Date, then, without limiting the other provisions of this Agreement, then interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower Borrowers in whole or in part, because of the Borrower’s failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower Borrowers shall be deemed to have incurred from the applicable Issuer Issuing Banks an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.02% per annum, and each Revolving Lender’s payment to such Issuer the Issuing Banks pursuant to Section 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer Issuing Banks and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuerthe Issuing Banks, the Borrower Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided provided, that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such the L/C Issuer a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage Proportionate Share of such Revolving Lender, 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 Each Issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any by the beneficiary or transferee thereof, the L/C Issuer will promptly notify Holdings and specify in such notice of a the date such drawing will be honored by the L/C Issuer (the “Honor Date”). If the L/C Issuer so notifies Holdings prior to 9:00 a.m. (San Francisco time) on the Honor Date, Holdings, as account party under such Letter of Credit, shall reimburse the L/C Issuer shall notify the Borrower and the Agent thereof. Not no later than 1:00 p.m. 11:00 a.m. (San Francisco time) on the date of any payment Honor Date for the amount paid by the L/C Issuer under a such Letter of Credit or, if the L/C Issuer shall so notify Holdings after 9:00 a.m. (San Francisco time) on the Honor Date, Holdings, as account party under such Letter of Credit, shall reimburse the L/C Issuer no later than 11:00 a.m. (San Francisco time) on the next succeeding Business Day for the amount paid by the L/C Issuer under such Letter of Credit on the Honor Date (each such date, an a “Honor Reimbursement Date”), the Borrower shall reimburse the Issuer in each case, in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment so paid by the L/C Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In the event the Borrower does not Holdings fails to reimburse the L/C Issuer for the full amount of any drawing under any Letter of Credit by the required time as provided above on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided aboveReimbursement Date, the Borrower L/C Issuer will promptly notify the Administrative Agent, and the Administrative Agent will promptly notify each Revolving Lender thereof (including the amount thereof and such Revolving Lender’s Revolving Proportionate Share thereof), and Holdings shall be deemed to have requested a Borrowing of that Base Rate Loans be made by the Revolving Lenders to Holdings to be disbursed at on the Reimbursement Date for such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment and subject to the conditions set forth in Section 5.02 (other than 5.03. Holdings hereby directs that the delivery proceeds of a Notice any such Loans deemed to be made by it shall be used to pay its reimbursement obligations in respect of Borrowing)any such drawing. Solely for the purposes of making such Loans, the Minimum Amount limitations set forth in Section 2.03 shall not be applicable. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 3.03(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. In the event that any amount of any drawing under any Letter of Credit is not reimbursed by Holdings on the Honor Date, such unreimbursed amount shall bear interest until it is either deemed to be an L/C Borrowing as provided in Section 3.03(d) or deemed to be converted to a Base Rate Loan as provided in this Section 3.03(b), at a rate per annum equal to the Base Rate plus the Applicable Margin then in effect for Base Rate Loans. (c) Each Revolving Lender shall shall, upon receipt of any notice pursuant to Section 3.03(b) ), make available to the Administrative Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer an amount in Dollars and in immediately available funds equal to its Revolving Percentage Proportionate Share of the amount of the drawing, whereupon the participating such Revolving Lenders Lender shall (subject to Section 3.03(d3.03(f)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower Holdings in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant Issuer the amount of such Revolving Lender’s Revolving Percentage of the amount of the drawing by no later than 12:00 noon (Eastern time) on the Honor Date, then, without limiting the other provisions of this Agreement, interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Administrative Agent will promptly give notice of the occurrence of the Honor Reimbursement Date, but failure of the Administrative Agent to give any such notice on the Honor Reimbursement Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s Holdings’ failure to satisfy the conditions set forth in Section 5.02 5.03 or for any other reason, the Borrower Holdings shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate Rate, plus the Applicable Margin then in effect for Base Rate Loans, plus 2.02% per annum. In such event, each Revolving Lender shall upon receipt of any notice pursuant to Section 3.03(b) make available to the Administrative Agent for the account of the L/C Issuer an amount in Dollars and each in immediately available funds equal to its Revolving Proportionate Share of the amount of the drawing. Each Revolving Lender’s payment to such the L/C Issuer pursuant to this Section 3.03(c3.03(d) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) If any Revolving Lender fails to make available to the Administrative Agent for the account of the L/C Issuer the amount of such Revolving Lender’s Revolving Proportionate Share of the amount of any drawing by no later than 12:00 noon (San Francisco time) on the Reimbursement Date, then interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Reimbursement Date to the date such Revolving Lender makes such payment, at (i) the Federal Funds Rate in effect from time to time during the period commencing on the Reimbursement Date and ending on the date three (3) Business Days thereafter, and (ii) thereafter at the Base Rate as in effect from time to time, payable on demand of the Administrative Agent. (f) Each Revolving Lender’s obligation in accordance with this Agreement to make or participate in the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable L/C Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such the L/C Issuer, the Borrower Holdings or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.025.03; and provided, further, however, that a Revolving Lender may have recourse against the L/C Issuer, and the L/C Issuer may be liable to a Revolving Lender, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Revolving Lender which such Revolving Lender proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer the Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving such Lender's Percentage of such Revolving Lender, 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 Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Issuer shall Issuing Lender will promptly notify the Borrower Company and the Agent thereofAdministrative Agent. Not later than 1:00 p.m. The Company shall reimburse the Issuing Lender prior to 10:30 a.m. (Chicago time), on the each date of that any payment amount is paid by the Issuer Issuing Lender under a any Letter of Credit (each such date, an “"Honor Date”), the Borrower shall reimburse the Issuer ") in an amount equal to the amount of such drawingso paid by the Issuing Lender; provided that, if to the Borrower does not receive notice prior to 10:00 extent that the Issuing Lender accepts a drawing under a Letter of Credit after 10:30 a.m. on such Honor Date of such payment by the Issuer(Chicago time), the Borrower shall Company will not be obligated to reimburse the Issuer not later than 1:00 p.m. on Issuing Lender until the first next Business Day following and the "Honor Date" for such Letter of Credit shall be such next Business Day upon which the Borrower receives such noticeDay. If the Borrower Company fails to so reimburse the Issuer by such time, Issuing Lender for the Agent shall promptly notify each Revolving Lender of the Honor Date, the full amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In the event the Borrower does not reimburse the Issuer for any drawing under any Letter of Credit by 10:30 a.m. (Chicago time) on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided aboveDate, the Borrower Issuing Lender will promptly notify the Administrative Agent and the Administrative Agent will promptly notify each Lender thereof, and the Company shall be deemed to have requested a Borrowing of that Base Rate Loans be made by the Lenders to be disbursed at on the Honor Date under such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment Amount and subject to the conditions set forth in Section 5.02 (5.3 other than the delivery of a Notice of BorrowingSection 5.3(a). Any notice given by the Issuer Issuing Lender or the Administrative Agent pursuant to this Section 3.03(bsubsection 3.3(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section 3.03(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer an amount in immediately available funds equal to its Revolving Percentage of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant Issuer the amount of such Revolving Lender’s Revolving Percentage of the amount of the drawing by no later than 12:00 noon (Eastern time) on the Honor Date, then, without limiting the other provisions of this Agreement, interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuer an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annum, and each Revolving Lender’s payment to such Issuer pursuant to Section 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuer, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.subsection 3.3

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a Letter of Credit by an Issuer, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage Pro Rata Share of such Revolving Lender, times (ii) the Dollar Equivalent of 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 Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such by the beneficiary or transferee thereof, the applicable Issuer will promptly notify the Company. The Company shall (or, if the applicable Letter of CreditCredit was issued jointly for the account of the Company and a Subsidiary, shall cause such Subsidiary to) reimburse the applicable Issuer shall notify the Borrower and the Agent thereof. Not later than 1:00 p.m. prior to 11:00 a.m. (local time) on the each date of that any payment amount is paid by the such Issuer under a any Letter of Credit (each such date, an “Honor Date”)) in the same currency as was paid by such Issuer or, at the Borrower shall reimburse the Issuer Company’s option, in an amount in Dollars equal to the Dollar Equivalent of the amount of so paid by such drawingIssuer; provided that, that if the Borrower Company does not receive notice of the amount paid by such Issuer prior to 10:00 a.m. (Chicago time) on such Honor Date of such payment by the IssuerDate, the Borrower Company shall (or shall cause the applicable Subsidiary to) reimburse the such Issuer not later than 1:00 p.m. 10:00 a.m. (local time) on the first Business Day following the Business Day upon immediately following the date on which the Borrower Company receives notice of the amount so paid by such noticeIssuer (and such reimbursement shall include interest for the period from the Honor Date to the date of reimbursement at the Base Rate (or such other rate as the Company and such Issuer shall agree) on the Dollar Equivalent amount of the amount so reimbursed). If the Borrower Company or the applicable Subsidiary fails to so reimburse an Issuer for the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the full amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In the event the Borrower does not reimburse the Issuer for any drawing under any Letter of Credit on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at by the time provided abovespecified in the previous sentence, such Issuer will promptly notify the Borrower Agent and the Agent will promptly notify each Lender thereof, and the Company shall be deemed to have requested a Borrowing of that Base Rate Loans to be disbursed at such time in an a Dollar Equivalent amount equal to such unreimbursed amount be made by the Unreimbursed AmountRevolving Lenders on the date of receipt by the Agent of such notice (or, without regard to if such notice is received by the minimum and multiples specified in Section 2.03 for Agent after 11:00 a.m. (Chicago time) on any Business Day, on the principal amount of Base Rate Loansimmediately following Business Day, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment and subject to the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing)5.02. Any notice given by the an Issuer or the Agent pursuant to this Section subsection 3.03(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section subsection 3.03(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer an amount in Dollars and in immediately available funds equal to its Revolving Percentage Pro Rata Share of the Dollar Equivalent of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section subsection 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower Company in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant Issuer the amount of such Revolving Lender’s Revolving Percentage Pro Rata Share of the Dollar Equivalent of the amount of the drawing by no later than 12:00 noon (Eastern local time) on the Honor Date, then, without limiting the other provisions of this Agreement, then interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower Company in whole or in part, because of the BorrowerCompany’s failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower Company shall be deemed to have incurred from the applicable Issuer an L/C Borrowing in the Dollar Equivalent of the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annum, and each Revolving Lender’s payment to such Issuer pursuant to Section subsection 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuer, the Borrower Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such the L/C Issuer a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage Proportionate Share of such Revolving Lender, 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 Each Issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any by the beneficiary or transferee thereof, the L/C Issuer will promptly notify Holdings and specify in such notice of a the date such drawing will be honored by the L/C Issuer (the “Honor Date”). If the L/C Issuer so notifies Holdings prior to 9:00 a.m. (San Francisco time) on the Honor Date, Holdings, as account party under such Letter of Credit, shall reimburse the L/C Issuer shall notify the Borrower and the Agent thereof. Not no later than 1:00 p.m. 11:00 a.m. (San Francisco time) on the date of any payment Honor Date for the amount paid by the L/C Issuer under a such Letter of Credit or, if the L/C Issuer shall so notify Holdings after 9:00 a.m. (San Francisco time) on the Honor Date, Holdings, as account party under such Letter of Credit, shall reimburse the L/C Issuer no later than 11:00 a.m. (San Francisco time) on the next succeeding Business Day for the amount paid by the L/C Issuer under such Letter of Credit on the Honor Date (each such date, an a “Honor Reimbursement Date”), the Borrower shall reimburse the Issuer in each case, in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment so paid by the L/C Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In the event the Borrower does not Holdings fails to reimburse the L/C Issuer for the full amount of any drawing under any Letter of Credit by the required time as provided above on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided aboveReimbursement Date, the Borrower L/C Issuer will promptly notify the Administrative Agent, and the Administrative Agent will promptly notify each Revolving Lender thereof (including the amount thereof and such Revolving Lender’s Revolving Proportionate Share thereof), and Holdings shall be deemed to have requested a Borrowing of that Base Rate Loans be made by the Revolving Lenders to Holdings to be disbursed at on the Reimbursement Date for such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment and subject to the conditions set forth in Section 5.02 (other than 5.04. Holdings hereby directs that the delivery proceeds of a Notice any such Loans deemed to be borrowed by it shall be used to pay its reimbursement obligations in respect of Borrowing)any such drawing. Solely for the purposes of making such Loans, the Minimum Amount limitations set forth in Section 2.03 shall not be applicable. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 3.03(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. In the event that any amount of any drawing under any Letter of Credit is not reimbursed by Holdings on the Honor Date, such unreimbursed amount shall bear interest until it is either deemed to be an L/C Borrowing as provided in Section 3.03(d) or deemed to be converted to a Base Rate Loan as provided in this Section 3.03(b), at a rate per annum equal to the Base Rate plus the Applicable Margin then in effect for Revolving Loans consisting of Base Rate Loans. (c) Each Revolving Lender shall shall, upon receipt of any notice pursuant to Section 3.03(b) ), make available to the Administrative Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer an amount in Dollars and in immediately available funds equal to its Revolving Percentage Proportionate Share of the amount of the drawing, whereupon the participating such Revolving Lenders Lender shall (subject to Section 3.03(d3.03(f)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower Holdings in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant Issuer the amount of such Revolving Lender’s Revolving Percentage of the amount of the drawing by no later than 12:00 noon (Eastern time) on the Honor Date, then, without limiting the other provisions of this Agreement, interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Administrative Agent will promptly give notice of the occurrence of the Honor Reimbursement Date, but failure of the Administrative Agent to give any such notice on the Honor Reimbursement Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s Holdings’ failure to satisfy the conditions set forth in Section 5.02 5.04 or for any other reason, the Borrower Holdings shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate Rate, plus the Applicable Margin then in effect for Revolving Loans consisting of Base Rate Loans, plus 2.02% per annum. In such event, each Revolving Lender shall upon receipt of any notice pursuant to Section 3.03(b) make available to the Administrative Agent for the account of the L/C Issuer an amount in Dollars and each in immediately available funds equal to its Revolving Proportionate Share of the amount of the drawing. Each Revolving Lender’s payment to such the L/C Issuer pursuant to this Section 3.03(c3.03(d) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) If any Revolving Lender fails to make available to the Administrative Agent for the account of the L/C Issuer the amount of such Revolving Lender’s Revolving Proportionate Share of the amount of any drawing by no later than 12:00 noon (San Francisco time) on the Reimbursement Date, then interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Reimbursement Date to the date such Revolving Lender makes such payment, at (i) the Federal Funds Rate in effect from time to time during the period commencing on the Reimbursement Date and ending on the date three (3) Business Days thereafter, and (ii) thereafter at the Base Rate as in effect from time to time, payable on demand of the Administrative Agent. (f) Each Revolving Lender’s obligation in accordance with this Agreement to make or participate in the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable L/C Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such the L/C Issuer, the Borrower Holdings or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.025.04; and provided, further, however, that a Revolving Lender may have recourse against the L/C Issuer, and the L/C Issuer may be liable to a Revolving Lender, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Revolving Lender which such Revolving Lender proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer the Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage Pro Rata Share of such Revolving LenderBank, 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 Each Issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Revolving Lender Bank by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any Letter of Credit of any notice of request for a drawing under such Letter of Credit, the Issuer shall notify the Borrower and the Agent thereof. Not later than 1:00 p.m. on the date of any payment by the Issuer under a Letter of Credit by the beneficiary or transferee thereof, the Issuing Bank will promptly notify the Company and specify in such notice the date such drawing will be honored by the Issuing Bank (each such date, an “the "Honor Date”"), the Borrower shall reimburse the Issuer in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails Issuing Bank so notifies the Company prior to so reimburse the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing 9:00 a.m. (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In the event the Borrower does not reimburse the Issuer for any drawing under any Letter of Credit on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided above, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans to be disbursed at such time in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment and the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing). Any notice given by the Issuer or the Agent pursuant to this Section 3.03(b) may be given by telephone if immediately confirmed in writing in accordance with Section 11.02; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section 3.03(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer an amount in immediately available funds equal to its Revolving Percentage of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant Issuer the amount of such Revolving Lender’s Revolving Percentage of the amount of the drawing by no later than 12:00 noon (Eastern San Francisco time) on the Honor Date, thenthe Company, without limiting as account party under such Letter of Credit, shall reimburse the other provisions of this Agreement, interest shall accrue Issuing Bank no later than 11:00 a.m. (San Francisco time) on such Revolving Lender’s obligation to make such payment, from the Honor Date to for the date amount paid by the Issuing Bank under such Revolving Lender makes such paymentLetter of Credit or, at a rate per annum equal to if the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of Issuing Bank shall so notify the occurrence of Company after 9:00 a.m. (San Francisco time) on the Honor Date, but failure the Company, as account party under such Letter of Credit, shall reimburse the Agent Issuing Bank (c) Each Bank shall upon receipt of any notice pursuant to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section subsection 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s Company's failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower Company shall be deemed to have incurred from the applicable Issuer Issuing Bank an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate Rate, plus the Applicable Margin then in effect for Base Rate Loans, plus 2.02% per annum. In such event, and each Revolving Lender’s payment to such Issuer Bank shall upon receipt of any notice pursuant to Section 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section subsection 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuer, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such the Issuer a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Pro Rata Revolving Percentage Share of such Revolving Lender, times (ii) the Dollar Equivalent of 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(d), each Issuance of a Letter of Credit shall be deemed to utilize the Revolving Loan Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Issuer shall will promptly notify the Borrower and Company. The Company shall reimburse the Agent thereof. Not later than 1:00 p.m. Issuer prior to 11:00 a.m. (Chicago time), on the each date of that any payment amount is paid by the Issuer under a any Letter of Credit (each such date, an “"Honor Date”"), the Borrower shall reimburse the Issuer in an amount in Dollars equal to the Dollar Equivalent of the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment so paid by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In the event the Borrower does not Company fails to reimburse the Issuer in Dollars for the Dollar Equivalent of the full amount of any drawing under any Letter of Credit by 11:00 a.m. (Chicago time) on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse Date, the Issuer at will promptly notify the time provided aboveAgent and the Agent will promptly notify each Lender thereof, and the Borrower Company shall be deemed to have requested a Borrowing of that Base Rate Loans to be disbursed at such time in an amount equal to such unreimbursed amount be made by the Unreimbursed AmountRevolving Lenders to be disbursed on the Honor Date under such Letter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Loan Commitment and subject to the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing)5.02. Any notice given by the Issuer or the Agent pursuant to this Section subsection 3.03(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section 3.03(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer an amount in immediately available funds equal to its Revolving Percentage of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant Issuer the amount of such Revolving Lender’s Revolving Percentage of the amount of the drawing by no later than 12:00 noon (Eastern time) on the Honor Date, then, without limiting the other provisions of this Agreement, interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section subsection 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuer an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annum, and each Revolving Lender’s payment to such Issuer pursuant to Section 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuer, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer the Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage Pro Rata Share of such Revolving LenderLender in the Acquisition Loan Commitment, times (ii) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, drawing respectively. For purposes of Section 2.01, each Each Issuance of a Letter of Credit shall be deemed to utilize use the Revolving Acquisition Loan Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Issuer shall Issuing Bank will promptly notify the Borrower. In the case of Letters of Credit under which drawings are payable one or more Business Days after the drawing is made, the Issuing Bank will give such notice to the Borrower and at least one Business Day prior to the Agent thereofHonor Date. Not later than 1:00 p.m. The Borrower shall reimburse the Issuing Bank prior to 11:00 a.m. (Portland, Oregon, time), on the each date of that any payment amount is paid by the Issuer Issuing Bank under a any Letter of Credit (each such date, an “"Honor Date”), the Borrower shall reimburse the Issuer ") in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment so paid by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereofIssuing Bank. In the event the Borrower does not fails to reimburse the Issuer Issuing Bank for the full amount of any drawing under any Letter of Credit by 11:00a.m. (Portland, Oregon, time), on the Honor Date such amount shall bear interest at Date, the rate applicable to Base Rate Loans until reimbursed Issuing Bank will promptly notify the Agent and if the Borrower fails to reimburse the Issuer at the time provided aboveAgent will promptly notify each Lender thereof, and the Borrower shall be deemed to have requested a Borrowing of Base Prime Rate Loans Loan be made by the Lenders to be disbursed at on the Honor Date under such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized unused portion of the Aggregate Revolving Acquisition Loan Commitment and subject to the conditions set forth in Section 5.02 (other than Section3.2 of the delivery of a Notice of Borrowing)Credit Agreement. Any notice given by the Issuer Issuing Bank or the Agent pursuant to this Section 3.03(b4.4(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section 3.03(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer an amount in immediately available funds equal to its Revolving Percentage of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant Issuer the amount of such Revolving Lender’s Revolving Percentage of the amount of the drawing by no later than 12:00 noon (Eastern time) on the Honor Date, then, without limiting the other provisions of this Agreement, interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuer an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annum, and each Revolving Lender’s payment to such Issuer pursuant to Section 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuer, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.Section4.4

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an Issuer(or, in the case of each Existing Letter of Credit, on the Closing Date), each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer the applicable Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage Pro Rata Share of such Revolving Lender, Lender 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 Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participationparticipation for so long as any related L/C Obligations shall be outstanding. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any by the beneficiary or transferee thereof, the applicable Issuing Lender will promptly notify the applicable Borrower and the Administrative Agent. If such Borrower receives notice of a drawing under such Letter of Credit, the Issuer shall notify the Borrower and the Agent thereof. Not later than 1:00 p.m. on the date of any payment by the Issuer under a Letter of Credit prior to 11:00 a.m. on the Business Day on which such drawing is honored by an Issuing Lender (each such date, an “Honor Date”), the such Borrower shall reimburse such Issuing Lender through the Issuer in an amount equal Administrative Agent prior to 12:00 noon on the Honor Date for the amount paid by such Issuing Lender in respect of such drawing; provided that, if the . If such Borrower does not receive receives notice prior to 10:00 of a drawing under a Letter of Credit at or after 11 a.m. on such Honor Date of such payment by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, such Borrower may make such reimbursement on the immediately following Business Day (and interest on the amount so paid by the applicable Issuing Lender shall accrue for the account of such Issuing Lender from the unreimbursed drawing Honor Date to such immediately following Business Day at a rate per annum (subject to subsection 2.11(c)) equal to (i) if such amount is denominated in Dollars, the “Unreimbursed Amount”Base Rate plus the Applicable Margin or (ii) if such amount is denominated in any other currency, the Overnight Rate plus the Applicable Margin for Eurocurrency Loans (or, in the case of both clause (i) and clause (ii), such other rate as the applicable Borrower and such Issuing Lender shall agree)). Any reimbursement pursuant to the preceding two sentences shall be made in the same currency as the applicable drawing. If the applicable Borrower fails to reimburse the applicable Issuing Lender for the full amount of such Lender’s Applicable Percentage thereof. In the event the Borrower does not reimburse the Issuer for any drawing under any Letter of Credit by 12:00 noon on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided date required above, the Borrower Administrative Agent will promptly notify each Lender thereof, and the Company shall be deemed to have requested a Borrowing of that Base Rate Loans be made by the Lenders to be disbursed at on such time date in payment in an amount (the “Reimbursement Amount”) equal to such drawing or, if such drawing was not paid in Dollars, in the Unreimbursed Amount, without regard amount that such Issuing Lender determines (in good faith) and specifies to the minimum and multiples specified Administrative Agent to be necessary to reimburse such Issuing Lender in Section 2.03 full for the principal amount of Base Rate Loanssuch drawing, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment Commitments and the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing). Any notice given by the Issuer or the Agent pursuant to this Section 3.03(b) may be given by telephone if immediately confirmed in writing in accordance with Section 11.02; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section 3.03(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer an amount in immediately available funds equal to its Revolving Percentage of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant Issuer the amount of such Revolving Lender’s Revolving Percentage of the amount of the drawing by no later than 12:00 noon (Eastern time) on the Honor Date, then, without limiting the other provisions of this Agreement, interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuer an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annum, and each Revolving Lender’s payment to such Issuer pursuant to Section 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuer, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.5.03, (excluding any notice requirement and without regard to the Minimum

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such the Issuer a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage Pro Rata Share of such Revolving Lender, 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 Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Issuer shall will promptly notify the Borrower and Company. The Company shall reimburse the Agent thereof. Not later than 1:00 p.m. Issuer prior to 11:00 a.m. (Chicago time), on the each date of that any payment amount is paid by the Issuer under a any Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Issuer in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment so paid by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In the event the Borrower does not Company fails to reimburse the Issuer for the full amount of any drawing under any Letter of Credit by 11:00 a.m. (Chicago time) on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse Date, the Issuer at will promptly notify the time provided aboveCo-Administrative Agent and the Co-Administrative Agent will promptly notify each Lender thereof, and the Borrower Company shall be deemed to have requested a Borrowing of that Base Rate Loans to be disbursed at such time in an amount equal to such unreimbursed amount be made by the Unreimbursed AmountRevolving Lenders to be disbursed on the Honor Date under such Letter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment and subject to the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing)5.02. Any notice given by the Issuer or the Co-Administrative Agent pursuant to this Section subsection 3.03(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section subsection 3.03(b) make available to the Co-Administrative Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer an amount in Dollars and in immediately available funds equal to its Revolving Percentage Pro Rata Share of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section subsection 3.03(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower Company in that amount. If any Revolving Lender so notified fails to make available to the Co-Administrative Agent for the account of the relevant Issuer the amount of such Revolving Lender’s Revolving Percentage Pro Rata Share of the amount of the drawing by no later than 12:00 noon (Eastern Chicago time) on the Honor Date, then, without limiting the other provisions of this Agreement, then interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Co-Administrative Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Co-Administrative Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.033.03 once notice has been provided. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower Company in whole or in part, because of the BorrowerCompany’s failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower Company shall be deemed to have incurred from the applicable Issuer an L/C Borrowing in the Dollar Equivalent of the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annum, and each Revolving Lender’s payment to such the Issuer pursuant to Section subsection 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03.. - 41 - (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such the Issuer, the Borrower Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer the Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage of such Revolving Lender, 's Revolving Percentage 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 Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Issuer shall Issuing Lender will promptly notify the Borrower Company and the Agent thereofAdministrative Agent. Not later than 1:00 p.m. The Company shall reimburse the Issuing Lender on the each date of that any payment amount is paid by the Issuer Issuing Lender under a any Letter of Credit (each such date, an “"Honor Date”), the Borrower shall reimburse the Issuer ") in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment so paid by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such noticeIssuing Lender. If the Borrower Company fails to so reimburse the Issuer by such time, Issuing Lender for the Agent shall promptly notify each Revolving Lender of the Honor Date, the full amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In the event the Borrower does not reimburse the Issuer for any drawing under any Letter of Credit on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided aboveDate, the Borrower Issuing Lender will promptly notify the Administrative Agent and the Administrative Agent will promptly notify each Revolving Lender thereof, and the Company shall be deemed to have requested a Borrowing of that Base Rate Loans be made by the Revolving Lenders to be disbursed at on the Honor Date under such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment Commitments and subject to the conditions set forth in Section 5.02 (5.3 other than the delivery of a Notice of Borrowingsubsection 5.3(a). Any notice given by the Issuer Issuing Lender or the Administrative Agent pursuant to this Section 3.03(bsubsection 3.3(b) may be given by telephone oral if immediately confirmed in writing in accordance with Section 11.02(including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section 3.03(bsubsection 3.3(b) make available to the Administrative Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer Issuing Lender an amount in Dollars and in immediately available funds equal to its Revolving Percentage of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(dsubsection 3.3(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate Loan to the Borrower Company in that such amount. If any Revolving Lender so notified fails to make available to the Administrative Agent for the account of the relevant Issuer Issuing Lender the amount of such Revolving Lender’s 's Revolving Percentage of the amount of the such drawing by no later than 12:00 noon 1:00 p.m. (Eastern Chicago time) on the Honor Date, then, without limiting the other provisions of this Agreement, then interest shall accrue on such Revolving Lender’s 's obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Administrative Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Administrative Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.033.3. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s Company's failure to satisfy the conditions set forth in Section 5.02 5.3 (other than subsection 5.3(a), which need not be satisfied) or for any other reason, the Borrower Company shall be deemed to have incurred from the applicable Issuer Issuing Lender an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Base Rate Margin then in effect for Revolving Loans plus 2.02% per annum, and each Revolving Lender’s 's payment to such Issuer the Issuing Lender pursuant to Section 3.03(csubsection 3.3(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.033.3. (e) Each Revolving Lender’s 's obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.033.3, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer Issuing Lender and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuerthe Issuing Lender, the Borrower Company or any other Person for any reason whatsoever; , (ii) the occurrence or continuance of a an Event of Default, an Unmatured Event of Default or a Material Adverse Effect; Effect or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s 's obligation to make Revolving Loans under this Section 3.03 3.3 is subject to the conditions set forth in Section 5.025.3.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer each Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Percentage Pro Rata Share of such Revolving Lender, 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 2.012.01(a), each Issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such a Letter of Credit, the Issuer shall Issuing Lender thereof will promptly notify the Borrower Borrowers and the Agent thereofAdministrative Agent. Not The Borrowers shall reimburse such Issuing Lender not later than 1:00 p.m. the Requisite Time therefor, on the each date of that any payment amount is paid by the Issuer such Issuing Lender under a any Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Issuer in an amount equal to the amount so paid by such Issuing Lender. With respect to Letters of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment by the IssuerCredit denominated in Offshore Currencies, the Borrower shall Borrowers may reimburse the Issuer not later than 1:00 p.m. on Issuing Lender in the first Business Day following currency thereof or the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage Dollar Equivalent thereof. In the event the Borrower does not Borrowers shall fail to reimburse any Issuing Lender for the Issuer for full amount of any drawing under any Letter of Credit by the Requisite Time therefor on the any Honor Date occurring prior to the Termination Date, such Issuing Lender will promptly notify the Administrative Agent by Requisite Notice of such unreimbursed drawing, and the Administrative Agent will promptly notify each Lender thereof by Requisite Notice. (c) Upon receipt of any notice pursuant to Section 3.03(b), each Lender shall make available to the Administrative Agent for the account of the applicable Issuing Lender by the Requisite Time therefor an amount in Dollars and in immediately available funds equal to its Pro Rata Share of the Dollar Equivalent amount of the unreimbursed drawing. The Administrative Agent shall bear interest at remit the rate applicable funds so received to Base Rate Loans until reimbursed the Issuing Lender. If the conditions precedent set forth in Section 5.02 can be satisfied (but for the giving of notice by the Borrowers and if without regard to the Borrower fails to reimburse the Issuer at the time provided aboveMinimum Amount), the Borrower Borrowers shall be deemed to have requested a Borrowing of Base Rate Loans to be disbursed at such time in an amount equal to the Unreimbursed Amountthat amount, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment and the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing). Any notice given by the Issuer or the Agent pursuant to this Section 3.03(b) may be given by telephone if immediately confirmed in writing in accordance with Section 11.02; provided that the lack of such an immediate confirmation each Lender’s funding shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender shall upon any notice pursuant to Section 3.03(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer an amount in immediately available funds equal to its Revolving Percentage of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(d)) each be deemed to have made a Revolving Loan consisting of be a Base Rate Loan to the Borrower in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant Issuer the amount of such Revolving Lender’s Revolving Percentage of the amount of the drawing by no later than 12:00 noon (Eastern time) on the Honor Date, then, without limiting the other provisions of this Agreement, interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.03Borrowers. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s failure to satisfy If the conditions precedent set forth in Section 5.02 or for any other reasoncannot be satisfied in respect of a notice pursuant to Section 3.03(b), the Borrower Borrowers shall be deemed to have incurred from the applicable Issuer Issuing Lender Issuing such Letter of Credit an L/C Borrowing in the Dollar Equivalent amount of such drawing, which L/C Borrowing shall be due and payable on within 10 Business Days after demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0Margin based on Pricing Lexxx 0 xlus 2% per annum, and each Revolving Lender’s payment to such Issuer Issuing Lender pursuant to Section 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, Credit shall be absolute and unconditional and without recourse to the applicable Issuer any Issuing Lender and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such IssuerIssuing Lender, any of the Borrower Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving . If any Lender so notified shall fail to make available to the Administrative Agent for the account of any Issuing Lender the amount of such Lender’s Pro Rata Share of the amount of the drawing by no later than the Requisite Time therefor on the Honor Date, then interest shall accrue on such Lender’s obligation to make Revolving Loans under this Section 3.03 is subject such payment, from the Honor Date to the conditions set forth date such Lender makes such payment, at a rate per annum equal to (i) the Overnight Rate in Section 5.02effect from time to time during the period commencing on the Honor Date and ending on the date three Business Days thereafter, and (ii) thereafter at the Base Rate as in effect from time to time.

Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of a each Letter of Credit by an IssuerCredit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuer the Issuing Bank a participation in the undrawn amount of such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Revolving Commitment Percentage of such Revolving Lender, times multiplied by (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 Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice by the beneficiary or transferee thereof, the Issuing Bank will promptly notify the Company. The Company shall reimburse the Issuing Bank, directly or with the proceeds of a drawing under such Letter of CreditCommitted Loan, the Issuer shall notify the Borrower and the Agent thereof. Not later than before 1:00 p.m. (New York City time), on the each date of that any payment amount is paid by the Issuer Issuing Bank under a any Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Issuer in an amount equal to the amount of such drawing; provided that, if the Borrower does not receive notice prior to 10:00 a.m. on such Honor Date of such payment so paid by the Issuer, the Borrower shall reimburse the Issuer not later than 1:00 p.m. on the first Business Day following the Business Day upon which the Borrower receives such notice. If the Borrower fails to so reimburse the Issuer by such time, the Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereofIssuing Bank. In the event the Borrower does not Company fails to reimburse the Issuer Issuing Bank for the full amount of any drawing under any Letter of Credit by 1:00 p.m. (New York City time) on the Honor Date such amount shall bear interest at the rate applicable to Base Rate Loans until reimbursed and if the Borrower fails to reimburse the Issuer at the time provided aboveDate, the Borrower Issuing Bank will promptly notify the Agent and the Agent will promptly notify each Lender thereof, and the Company shall be deemed to have requested a Borrowing that Committed Loans consisting of Base Reference Rate Loans be made by the Lenders to be disbursed at on the Honor Date under such time in an amount equal to the Unreimbursed AmountLetter of Credit, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitment Commitments and subject to the conditions set forth in Section 5.02 (other than the delivery of a Notice of Borrowing7.03(b), but without regard to minimum borrowing and integral amount limitations contained herein. Any notice given by the Issuer Issuing Bank or the Agent pursuant to this Section 3.03(b) may be given by telephone oral if immediately promptly confirmed in writing in accordance with Section 11.02(including by facsimile); provided provided, that the lack of such an immediate a prompt confirmation shall not affect the conclusiveness or binding effect of such notice. Notwithstanding the Company’s unconditional obligation to reimburse the Issuing Bank hereunder, no Event of Default pursuant to Section 10.01(a) shall be deemed to have occurred unless the Issuing Bank shall have notified the Company one Business Day prior to the Honor Date of such request for a drawing. (c) Each Revolving Lender shall upon any notice from the Agent pursuant to the third sentence of Section 3.03(b) make available to the Agent (and the Agent may during a Specified Default apply Cash Collateral provided for this purpose) for the account of the relevant Issuer Issuing Bank an amount in Dollars and in immediately available funds equal to its Revolving Commitment Percentage of the amount of the unreimbursed drawing, whereupon the participating Revolving Lenders shall (subject to Section 3.03(d)) each be deemed to have made a Revolving Committed Loan consisting of a Base Reference Rate Loan to the Borrower Company in that amount. If any Revolving Lender so notified fails to make available to the Agent for the account of the relevant Issuer Issuing Bank the amount of such Revolving Lender’s Revolving Commitment Percentage of the amount of the drawing by no later than 12:00 noon 3:00 p.m. (Eastern New York City time) on the Honor Date, then, without limiting the other provisions of this Agreement, then interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Honor Date to the date such Revolving Lender makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 3.03. (d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower’s failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuer an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate plus 2.0% per annum, and each Revolving Lender’s payment to such Issuer pursuant to Section 3.03(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 3.03. (e) Each Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuer, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in Section 5.02.