Common use of Drawing and Reimbursement Clause in Contracts

Drawing and Reimbursement. The payment by an Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Credit Advance, which, in the case of Letters of Credit denominated in Dollars, shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such Issuing Bank, with a copy of such demand to the Administrative Agent and the Company, each Lender shall pay to the Administrative Agent such Lender’s Ratable Share of such outstanding Revolving Credit Advance, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Credit Advance to be funded by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. Each Lender agrees to fund its Ratable Share of an outstanding Revolving Credit Advance on (i) the Business Day on which demand therefor is made by such Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any Lender shall not have so made the amount of such Revolving Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any a Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of the Reimbursement Obligation relating to such draft or, in as of the case date of a such Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at as specified by the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts from time to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agenttime. Upon written demand by such the Issuing Bank, with a copy of such demand to the Administrative Agent and the CompanyAgent, each Lender shall pay make, to the Administrative Agent extent of its Commitment, an Advance in an amount equal to such Lender’s Ratable Pro Rata Share of the Issuing Bank’s outstanding Letter of Credit Advance as of such outstanding Revolving date in order to refinance the Issuing Bank’s Letter of Credit Advance, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Administrative Agent’s Account, in same day immediately available funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded made by such Lender; provided, provided that that, at any time prior to the Lenders date on which such written demand is made, the Borrowers shall not be required permitted to fund such Revolving Credit Advances resulting from drawings under a Letter repay the full amount of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeveron same-day notice to the Administrative Agent and the Issuing Bank. Promptly after receipt thereofof such payment, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrowers hereby agree to each Letter of Credit Advance. Each Lender agrees to fund make its Ratable Share Letter of an outstanding Revolving Credit Advance on (i) the Business Day on which demand therefor is made by such the Issuing Bank, provided that notice of such demand is given not later than 11:00 10:00 A.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such refinancing by any Lender of a portion of a Letter of Credit Advance made by the Issuing Bank, the Issuing Bank represents and warrants to such Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Document or any Obligor. If and to the extent that any Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Alternate Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such the Issuing BankBank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent Agent, each Revolving Credit Lender shall purchase from the Issuing Bank, and the CompanyIssuing Bank shall sell and assign to each such Revolving Credit Lender, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such the Issuing Bank, Bank provided that notice of such demand is given not later than 11:00 10:00 A.M. (New York City Charlotte, North Carolina time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Credit an Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such Issuing Bank, with a copy of such demand to the Administrative Agent and the CompanyAgent, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Credit Advance, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Credit Advance to be funded by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. Each Lender agrees to fund its Ratable Pro Rata Share of an outstanding Revolving Credit Advance on (i) the Business Day on which demand therefor is made by such Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. 12:00 noon (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any Lender shall not have so made the amount of such Revolving Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Credit an Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in draft. In the case event of any drawing under a Letter of Credit denominated in any Major CurrencyCredit, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to promptly notify the CompanyAdministrative Agent, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such Agent shall promptly notify each Working Capital Lender, and each Working Capital Lender shall purchase from the Issuing Bank, with a copy of such demand to the Administrative Agent and the CompanyIssuing Bank shall sell and assign to each such Working Capital Lender, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor notice of the drawing under the related Letter of Credit is made given by such the Issuing Bank, provided that such notice of such demand is given not later than 11:00 A.M. 1:00 P.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if such notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any Working Capital Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Credit Advance, which, in the case of Letters of Credit denominated in Dollars, shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, which shall be a Base Prime Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each of the Borrowers, the Administrative Agent and each Revolving Credit Lender hereby acknowledges and agrees that Letter of Credit Advances may be made, or deemed made, by the Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) in respect of each drawing under any Letter of Credit, and each Revolving Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative AgentLender shall participate in all Letter of Credit Advances made hereunder as provided herein. Upon written demand by such the Issuing Bank, with a copy of such demand to the Administrative Agent Agent, each Revolving Credit Lender shall purchase from the Issuing Bank, and the CompanyIssuing Bank shall sell and assign to each such Revolving Credit Lender, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available (for the account of its Applicable Lending Office Office) to the Administrative Agent (for the account of such the Issuing Bank), by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrowers hereby agree to each such sale and assignment. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such the Issuing Bank, provided ; PROVIDED that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount its Pro Rata Share of such Revolving Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable Issuing Bank shall notify the Company and the Administrative Agent thereof. The payment by an any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a US Revolving Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, draft. The Administrative Agent shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) promptly notify each US Revolving Lender of such Issuing Bank for a period of five Business Days notice, and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such Issuing Bank, with a copy of such demand to the Administrative Agent and the Company, each US Revolving Lender shall pay to the Administrative Agent such Lender’s Ratable Pro Rata Share of such outstanding US Revolving Credit Advance, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Administrative Agent, in the Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such US Revolving Credit Advance to be funded by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. Each US Revolving Lender agrees to fund its Ratable Pro Rata Share of an outstanding US Revolving Advance made by an Issuing Bank as a result of a drawing under the Letter of Credit Advance on (iA) the Business Day on which demand therefor is made by such the Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. 1:00 P.M. (New York City time) on such Business Day, or (iiB) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any US Revolving Lender shall not have so made the amount of such US Revolving Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the applicable Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a US Revolving Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the US Revolving Credit Advance made by such the applicable Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37The applicable Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit Credit, including, without limitation, under any Existing Letter of Credit, shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Credit Advance, which, in the case of Letters Letter of Credit denominated in Dollars, Advance which shall be a Base Prime Rate Advance, in the amount of such draft ordraft. Each of the Borrower, in the case of a Administrative Agent and each Revolving Credit Lender hereby acknowledges and agrees that Letter of Credit denominated in any Major CurrencyAdvances may be made, shall be an Advance that bears interest at or deemed made, by the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period in respect of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount Existing Letters of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under Credit or any other Letter of Credit issued by it and to the Company, the applicable Borrower (if not the Company) and the Administrative Agentparticipate in all Letter of Credit Advances made hereunder as provided herein. Upon written demand by such the Issuing Bank, with a copy of such demand to the Administrative Agent Agent, each Revolving Credit Lender shall purchase from the Issuing Bank, and the Company, Issuing Bank shall sell and assign to each such Revolving Credit Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available (for the account of its Applicable Lending Office Office) to the Administrative Agent (for the account of such the Issuing Bank), by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such the Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (Buffalo, New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents, the Borrower or any other Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an the Issuing Bank of a ------------------------- draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Credit Advance, which, in the case of Letters Letter of Credit denominated in Dollars, Advance which shall be a Base Rate Advance, in the amount of such draft ordraft. The Borrower, in the case of a Administrative Agent and each Revolving Lender hereby acknowledges and agrees that Letter of Credit denominated in any Major CurrencyAdvances may be made, shall be an Advance that bears interest at or deemed made, by the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period in respect of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it and to the Company, the applicable Borrower (if not the Company) and the Administrative Agentparticipate in all Letter of Credit Advances made hereunder as provided herein. Upon written demand by such the Issuing Bank, with a copy of such demand to the Administrative Agent Agent, each Revolving Lender shall purchase from the Issuing Bank, and the CompanyIssuing Bank shall sell and assign to each such Revolving Lender, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available (for the account of its Applicable Lending Office Office) to the Administrative Adminis trative Agent (for the account of such the Issuing Bank), by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such the Issuing Bank, ; provided that notice -------- of such demand is given not later than 11:00 A.M. (New York City timeEastern Standard Time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Revolving Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any the Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of the Reimbursement Obligation relating to such draft or, in as of the case date of a such Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at as specified by the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts from time to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agenttime. Upon written demand by such the Issuing Bank, with a copy of such demand to the Administrative Agent and the CompanyAgent, each Lender shall pay make, to the Administrative Agent extent of its Commitment, an Advance in an amount equal to such Lender’s Ratable Pro Rata Share of the Issuing Bank’s outstanding Letter of Credit Advance as of such outstanding Revolving date in order to refinance the Issuing Bank’s Letter of Credit Advance, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Administrative Agent’s Account, in same day immediately available funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded made by such Lender; provided, provided that that, at any time prior to the Lenders date on which such written demand is made, the Borrowers shall not be required permitted to fund such Revolving Credit Advances resulting from drawings under a Letter repay the full amount of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeveron same-day notice to the Administrative Agent and the Issuing Bank. Promptly after receipt thereofof such payment, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrowers hereby agree to each Letter of Credit Advance. Each Lender agrees to fund make its Ratable Share Letter of an outstanding Revolving Credit Advance on (i) the Business Day on which demand therefor is made by such the Issuing Bank, provided that notice of such demand is given not later than 11:00 10:00 A.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such refinancing by any Lender of a portion of the Letter of Credit Advance made by the Issuing Bank, the Issuing Bank represents and warrants to such Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Document or any Obligor. If and to the extent that any Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Credit Advance, which, in Advance to the case of Letters Borrower for whose account such Letter of Credit denominated in Dollarswas issued, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such Issuing Bank, with a copy of such demand Bank made to the Administrative Agent, which the Administrative Agent and the Companyshall forward to each Lender, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Credit Advance, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Credit Advance to be funded by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. Each Lender agrees to fund its Ratable Pro Rata Share of an outstanding Revolving Credit Advance on (i) the Business Day on which demand therefor is made by such Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any Lender shall not have so made the amount of such Revolving Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such any Issuing BankBank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent and the CompanyAgent, each Revolving Credit Lender shall pay purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to the Administrative Agent each such Revolving Credit Lender, such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Issuing BankAdvance, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by an Issuing Bank to any Revolving Credit Lender of a portion of a Letter of Credit Advance, such Issuing Bank represents and warrants to such Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. made hereunder as provided herein. The payment by an Borrower shall reimburse the applicable Issuing Bank of a draft drawn under any for each Letter of Credit shall constitute for all purposes of this Agreement Advance, using its own funds or the making by any such Issuing Bank proceeds of a Revolving Credit Advance, which, in Borrowing or Swing Line Borrowing on the case of Letters of Credit denominated in Dollars, shall be a Base Rate Advance, in the amount of same Business Day on which such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at is drawn. To the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in extent the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, Borrower does not so reimburse the applicable Borrower (if not the Company) and the Administrative Agent. Upon Issuing Bank, upon written demand by such Issuing Bank, with a copy of such demand to the Administrative Agent and the CompanyAgent, each Revolving Credit Lender shall pay purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to the Administrative Agent each such Revolving Credit Lender, such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available (for the account of its Applicable Lending Office Office) to the Administrative Agent (for the account of such Issuing Bank), by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the applicable Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such the applicable Issuing Bank, ; provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the applicable Issuing Bank to any other Revolving Credit Lender of a portion of a Letter of Credit Advance, such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any Liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the applicable Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the applicable Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Credit Advance, which, in the case of Letters Letter of Credit denominated in Dollars, shall be a Base Rate Advance, in the amount of such draft ordraft, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, which shall be a Base Rate Advance in until the Equivalent in Dollars on such fifth third Business Day for after the amount date which the Borrower shall have delivered a L/C Certificate in respect of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative AgentAdvance which specified that such Advance shall be a Eurodollar Advance. Upon written demand by such the Issuing Bank, with a copy of such demand to the Administrative Agent and the CompanyAgent, each Lender shall pay purchase from the Issuing Bank, and the Issuing Bank shall sell and assign to the Administrative Agent each such Lender’s Ratable , such Lender's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Lender irrevocably and unconditionally agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such the Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. (i) The payment by an the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such the Issuing Bank, with a copy of such demand to the Administrative Agent Agent, each of the Revolving Credit Lenders shall purchase from the Issuing Bank, and the CompanyIssuing Bank shall sell and assign to each of the Revolving Credit Lenders, such Revolving Credit Lender’s Pro Rata Share of each Lender shall pay of the outstanding Letter of Credit Advances owing to the Administrative Agent such Lender’s Ratable Share Issuing Bank as of the date of such outstanding Revolving Credit Advancedemand, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to at the applicable Administrative Agent’s Account, in same day funds, an amount equal to the portion its Pro Rata Share of the each such outstanding principal amount of such Revolving Credit Advance to be funded by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereofof such funds, the Administrative Agent shall transfer such funds to such the Issuing BankBank at its Applicable Lending Office. Each Lender of the Revolving Credit Lenders hereby agrees to fund purchase its Ratable Pro Rata Share of an each outstanding Revolving Letter of Credit Advance owing to the Issuing Bank for which a demand for the purchase thereof has been made on (iA) the Business Day on which demand therefor is made by such the Issuing Bank, provided that Bank so long as notice of such demand is given not later than 11:00 A.M. 2:00 P.M. (New York City Charlotte, North Carolina time) on such Business Day, Day or (iiB) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Issuing Bank to any of the Revolving Credit Lenders of a portion of a Letter of Credit Advance owing to the Issuing Bank, the Issuing Bank represents and warrants to such Revolving Credit Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any adverse claim, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, any of the Loan Documents or any of the Loan Parties. If and to the extent that any Lender of the Revolving Credit Lenders shall not have so made the amount its Pro Rata Share of such Revolving any applicable Letter of Credit Advance available to the Administrative AgentAgent in accordance with the foregoing provisions of this subsection (c)(i), such Revolving Credit Lender hereby agrees to pay to the Administrative Agent forthwith on demand the amount of its Pro Rata Share of such amount Letter of Credit Advance, together with all accrued and unpaid interest thereon, for each day from the date of demand therefor by any such the Issuing Bank until the date on which such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicableRate. If such Lender any of the Revolving Credit Lenders shall pay to the Administrative Agent such the amount of its Pro Rata Share of any applicable Letter of Credit Advance for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Revolving Credit Lender on such Business Day for all purposes of this Agreement, and the outstanding principal amount of the Revolving applicable Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in draft. In the case event of any drawing under a Letter of Credit denominated in any Major CurrencyCredit, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to promptly notify the CompanyAdministrative Agent, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such Agent shall promptly notify each Working Capital Lender and each Working Capital Lender shall purchase from the Issuing Bank, with a copy of such demand to the Administrative Agent and the CompanyIssuing Bank shall sell and assign to each such Working Capital Lender, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor notice of the drawing under the related Letter of Credit is made given by such the Issuing Bank, provided that such notice of such demand is given not later than 11:00 A.M. 1:00 P.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if such notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Working Capital Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an the Issuing Bank of a ------------------------- draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in draft. In the case event of any drawing under a Letter of Credit denominated in any Major CurrencyCredit, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to promptly notify the CompanyAgent, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such Agent shall promptly notify each Working Capital Lender and each Working Capital Lender shall purchase from the Issuing Bank, with a copy of such demand to the Administrative Agent and the CompanyIssuing Bank shall sell and assign to each such Working Capital Lender, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor notice of the drawing under the related Letter of Credit is given by the Issuing Bank which made by such Issuing BankAdvance, provided that such notice of such demand is given not later than 11:00 A.M. 1:00 P.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if such notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Working Capital Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of the Reimbursement Obligations relating to such draft or, in as of the case date of a such Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative AgentAdvance. Upon written demand by such Issuing Bank, with a copy of such demand to the Administrative Agent and the CompanyAgent, each Lender shall pay purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to the Administrative Agent each such Lender’s Ratable , such Lender's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender; provided, provided that that, in the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings case of any payment of a draft drawn under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and that is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect direct-pay letter of Letters of Credit is absolute and unconditional and credit, the applicable Issuing Bank shall not be affected by make such written demand at any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or time prior to the occurrence and continuance of a Default or reduction or termination of Business Day immediately following the Revolving Credit Commitments, and that each date on which such payment is made; provided, further, that at any time prior to the date on which such written demand is made, the Borrower shall be made without any offset, abatement, withholding or reduction whatsoeverpermitted to repay the full amount of such payment on same-day notice to the Administrative Agent and the applicable Issuing Bank. Promptly after receipt thereofof such payment, the Administrative Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Lender agrees to fund purchase its Ratable Pro Rata Share of such an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Issuing BankAdvance, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by an Issuing Bank to any other Lender of a portion of a Letter of Credit Advance, such Issuing Bank represents and warrants to such Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents, any Loan Party or any Designated Account Party. If and to the extent that any Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37Second Amended and Restated Xxxxxxx Credit Agreement

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in draft. In the case event of any drawing under a Letter of Credit denominated in any Major CurrencyCredit, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to promptly notify the CompanyAdministrative Agent, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such Agent shall promptly notify each Working Capital Lender and the Borrower and each Working Capital Lender shall purchase from the Issuing Bank, with a copy of such demand to the Administrative Agent and the CompanyIssuing Bank shall sell and assign to each such Working Capital Lender, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor notice of the drawing under the related Letter of Credit is made given by such the Issuing Bank, provided that such notice of such demand is given not later than 11:00 A.M. 1:00 P.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if such notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Working Capital Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such any Issuing BankBank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent and the CompanyAgent, each Revolving Credit Lender shall pay purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to the Administrative Agent each such Revolving Credit Lender, such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. Each Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Issuing BankAdvance, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by an Issuing Bank to any Revolving Credit Lender of a portion of a Letter of Credit Advance, such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such any Issuing BankBank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent and the CompanyAgent, each Lender shall pay purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to the Administrative Agent each such Lender, such Lender’s Ratable Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Lender agrees to fund Alenco - Amended and Restated Credit Agreement purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Issuing BankAdvance, provided that notice of such demand is given not later than 11:00 A.M. 12:00 noon (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by an Issuing Bank to any other Lender of a portion of a Letter of Credit Advance, such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such any Issuing Bank, with a copy of such demand to the Administrative Agent and the CompanyAgent, each Revolving Credit Lender shall pay purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to the Administrative Agent each such Revolving Credit Lender, such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment, and all parties hereto acknowledge and agree that the obligations of such other Revolving Credit Lenders to purchase outstanding Letter of Credit Advances is absolute and unconditional under all circumstances, and shall be enforceable notwithstanding the occurrence of any Default or Event of Default, the termination of the Revolving Credit Commitments or any other circumstances. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such the applicable Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by an Issuing Bank to any Revolving Credit Lender of a portion of a Letter of Credit Advance, such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, or if an Issuing Bank must disgorge or return any amounts paid by the Borrower in respect thereof, such Revolving Credit Lender agrees to pay to the Administrative Agent for the account of such Issuing Bank forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Credit Advance, which, in Advance by the case of Letters of Credit denominated in Dollars, shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears Issuing Bank bearing interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) In the event of each drawing a payment of any draft drawn under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such Issuing Bank, with a copy of such demand each other Revolving Lender shall be deemed to have purchased from the Administrative Agent Issuing Bank, and the CompanyIssuing Bank shall sell and assign to each such other Revolving Lender, each Lender shall pay to the Administrative Agent such other Revolving Lender’s Ratable 's Revolving Commitment Pro Rata Share of such outstanding Revolving Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Credit Advance to be funded purchased by such Revolving Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation Borrower hereby consents to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Banksale and assignment. Each Revolving Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Credit Advance on (i) the Business Day on which demand therefor is made by such the Issuing Bank, provided that PROVIDED notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Lender of a portion of such Revolving Advance, the Issuing Bank represents and warrants to such other Revolving Lender that it is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Revolving Advance, the Loan Documents or the Borrower for the account of which such Letter of Credit was issued. If and to the extent that any Revolving Lender shall not have so made the amount of its interest in such Revolving Credit Advance available to the Administrative Agent, such Revolving Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for Rate. On the last day of each month, the Issuing Bank shall notify each Revolving Lender of its account or Pro Rata Share of the account of such Revolving Advances made by the Issuing Bank, as applicable. If such Lender Bank during the preceding month pursuant to this Section 2.3(b) and shall pay to the Administrative Agent each such amount for the account of any such Issuing Bank on any Business Day, such amount so paid Revolving Lender in respect of principal shall constitute a the amount of any funded participations of such Revolving Credit Advance made by Lender in such Lender Revolving Advances outstanding at any time during the preceding month, an amount equal to such Revolving Lender's Pro Rata Share of the interest payable on such Business Day for purposes of this Agreement, and Revolving Advances only to the outstanding principal amount of extent that such amounts shall have been paid to the Revolving Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37the Borrowers.

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Credit Advance, which, in the case of Letters of Credit denominated in Dollars, shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, which shall be a Base Prime Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each The Borrower, the Administrative Agent and each Revolving Credit Lender hereby acknowledge and agree that Letter of Credit Advances may be made, or deemed made, by the Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) in respect of each drawing under any Letter of Credit issued by it and to the Company, the applicable Borrower (if not the Company) and the Administrative Agentparticipate in all Letter of Credit Advances made hereunder as provided herein. Upon written demand notice by such the Issuing Bank or the Administrative Agent (which notice may be given by telephone if immediately confirmed in writing), each Revolving Credit Lender shall purchase from the Issuing Bank, with a copy of such demand to the Administrative Agent and the Company, Issuing Bank shall sell and assign to each such Revolving Credit Lender shall pay to the Administrative Agent such Lender’s Ratable Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available (for the account of its Applicable Lending Office Office) to the Administrative Agent (for the account of such the Issuing Bank), by deposit to the applicable Administrative Agent’s Account, in same day fundsfunds in Dollars, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such the Issuing Bank, Bank or the Administrative Agent; provided that notice of such demand is given not later than 11:00 A.M. 1:00 p.m. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of a Letter of Credit Advance the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank or the Administrative Agent until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37Each Revolving Credit Lender’s obligation to make Letter of Credit Advances to reimburse the Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.3(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender may have against the Issuing Bank, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such making of a Letter of Credit Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Bank for the amount of any payment made by the Issuing Bank under any Letter of Credit, together with interest as provided herein.

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a an Alternate Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such the Issuing BankBank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent Agent, each Revolving Credit Lender shall purchase from the Issuing Bank, and the CompanyIssuing Bank shall sell and assign to each such Revolving Credit Lender, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such the Issuing Bank, Bank provided that notice of such demand is given not later than 11:00 10:00 A.M. (New York City Charlotte, North Carolina time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to 34 the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an the Issuing Bank of a ------------------------- draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in draft. In the case event of any drawing under a Letter of Credit denominated in any Major CurrencyCredit, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to promptly notify the CompanyAgent, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such Agent shall promptly notify each Working Capital Lender and each Working Capital Lender shall purchase from the Issuing Bank, with a copy of such demand to the Administrative Agent and the CompanyIssuing Bank shall sell and assign to each such Working Capital Lender, each Lender shall pay to the Administrative Agent such Working Capital Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Working Capital Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor notice of the drawing under the related Letter of Credit is made given by such the Issuing Bank, ; provided that such notice of such demand is given not later -------- than 11:00 A.M. 1:00 P.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if such notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Working Capital Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Working Capital Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of all liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Working Capital Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Working Capital Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such any Issuing BankBank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent and the CompanyPaying Agent, each Revolving Credit Lender shall pay purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to the Administrative Agent each such Revolving Credit Lender, such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Paying Agent for the account of such Issuing Bank, by deposit to the applicable Paying Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Paying Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such the Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by any Issuing Bank to any other Revolving Credit Lender of a portion of a Letter of Credit Advance, such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Paying Agent, such Revolving Credit Lender agrees to pay to the Administrative Paying Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Paying Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Paying Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit properly issued pursuant to Section 2.01(f) shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such the Issuing Bank, with a copy of Bank to the Administrative Agent (which shall promptly distribute such demand to the Administrative Agent Tranche A Revolving Credit Lenders), each Tranche A Revolving Credit Lender shall purchase from the Issuing Bank, and the CompanyIssuing Bank shall sell and assign to each such Tranche A Revolving Credit Lender, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Tranche A Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such the Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any Tranche A Revolving Credit Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Tranche A Revolving Credit Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Tranche A Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37principal

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Credit an Advance, which, in which shall bear interest at the case of Letters of Credit denominated in Dollars, shall be a Base Rate AdvanceReference Rate, in the amount of such draft or, (but without any requirement for compliance with the conditions set forth in Article 3 hereof). --------- In the case of event that a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued is not reimbursed by it to the CompanyBorrower by 9:00 a.m., Los Angeles, California time, on the first Business Day after such drawing, the applicable Borrower (if not the Company) Issuing Bank shall promptly notify Administrative Agent thereof and the Administrative AgentAgent shall promptly notify each Lender thereof. Upon written demand by Each such Issuing BankLender shall, with on the first Business Day following such notification, make a copy Revolving Credit Advance (or if, as a result of such demand to any Debtor Relief Law, the Administrative Agent and the CompanyLenders are prohibited from making a Revolving Credit Advance, each Lender shall pay fund its participation purchased pursuant to Section 2.15(a) by making --------------- such amount available to the Administrative Agent), which shall bear interest at the Reference Rate, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and shall make available to the --------- Administrative Agent such Lender’s Ratable Share of such outstanding Revolving Credit Advance, by making available for the account of its Applicable Lending Office the Issuing Bank, by deposit at the Administrative Agent's office, in same day funds, the amount of such Revolving Credit Advance (or such participation). In the event that any Lender fails to make available to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Credit Advance to be funded by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. Each Lender agrees to fund its Ratable Share of an outstanding Revolving Credit Advance on (i) the Business Day on which demand therefor is made by such Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any Lender shall not have so made Bank the amount of such Revolving Credit Advance available to (or such participation), the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Credit Advance made by such Issuing Bank shall be reduced by entitled to recover such amount on demand from such Business Day. NYDOCS01/1619437.3A 37Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate.

Drawing and Reimbursement. The payment by an any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft ordraft. Upon written demand by any Issuing Bank with an outstanding Letter of Credit Advance to the Administrative Agent requesting reimbursement from each Revolving Credit Lender for such outstanding Letter of Credit Advance, the Administrative Agent shall immediately send notice of such reimbursement demand by facsimile to each Revolving Credit Lender. Upon receipt of such reimbursement demand from the Administrative Agent, each Revolving Credit Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Revolving Credit Lender, such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase (based, in the case of a any Letter of Credit Advance denominated in any Major Currencyan Applicable Letter of Credit Currency other than Dollars, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in on the Equivalent in Dollars on at such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such Issuing Bank, with a copy of such demand to the Administrative Agent and the Company, each Lender shall pay to the Administrative Agent such Lender’s Ratable Share of such outstanding Revolving Credit Advancetime), by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated Lender (based, in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension case of any Letter of Credit or Advance denominated in an Applicable Letter of Credit Currency other than Dollars, on the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each Equivalent in Dollars at such payment shall be made without any offset, abatement, withholding or reduction whatsoevertime). Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The U.S. Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Issuing BankAdvance, provided that notice of such demand is given to the Administrative Agent not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given given, to the Administrative Agent after such time. Upon any such assignment by an Issuing Bank to any Revolving Credit Lender of a portion of a Letter of Credit Advance, such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Prime Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such the Issuing Bank, with a copy of such demand to the Administrative Agent Agent, each Revolving Credit Lender shall purchase from the Issuing Bank, and the CompanyIssuing Bank shall sell and assign to each such Revolving Credit Lender, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such the Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City [Boston, Massachusetts] time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Credit Advance, which, in the case of Letters of Credit denominated in Dollars, shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, which shall be a Base Prime Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each of the Borrower, the Administrative Agent and each Revolving Credit Lender hereby acknowledges and agrees that Letter of Credit Advances may be made, or deemed made, by the Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) in respect of each drawing under any Letter of Credit issued by it and to participate in Letter of Credit Advances made hereunder as provided herein. The Borrower shall reimburse the CompanyIssuing Bank each Letter of Credit Advance, using its own funds or the applicable proceeds of a Revolving Credit Borrowing or Swing Line Borrowing on the same Business Day on which the Letter of Credit is drawn. To the extent the Borrower (if does not reimburse the Company) and the Administrative Agent. Upon Issuing Bank, upon written demand by such the Issuing Bank, with a copy of such demand to the Administrative Agent Agent, each Revolving Credit Lender shall purchase from the Issuing Bank, and the CompanyIssuing Bank shall sell and assign to each such Revolving Credit Lender, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available (for the account of its Applicable Lending Office Office) to the Administrative Agent (for the account of such the Issuing Bank), by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to fund purchase its Ratable Share of an outstanding Revolving Credit Advance on (i) the Business Day on which demand therefor is made by such Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any Lender shall not have so made the amount of such Revolving Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37Pro Rata

Drawing and Reimbursement. The payment by an any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such any Issuing BankBank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent and the CompanyAgent, each other Working Capital Lender shall pay purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to the Administrative Agent each such other Working Capital Lender’s , such other Lender's Ratable Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Administrative 59 55 Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required . The Borrower hereby agrees to fund each such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars sale and is a Base Rate Advanceassignment. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. Each Working Capital Lender agrees to fund purchase its Ratable Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Issuing BankAdvance, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by an Issuing Bank to any other Working Capital Lender of a portion of a Letter of Credit Advance, such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it free and clear of any adverse claim, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Obligated Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Revolving Credit Working Capital Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicableRate. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37No Lender shall be obligated to purchase its Ratable Share of Letter of Credit Advances under this Section 2.15(c) to the extent that such Advances result from any Issuing Bank's willful misconduct or gross negligence.

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Credit Advance, which, in the case of Letters of Credit denominated in Dollars, shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, which shall be a Base Prime Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each of the Borrowers, the Administrative Agent and each Revolving Credit Lender hereby acknowledges and agrees that Letter of Credit Advances may be made, or deemed made, by the Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) in respect of each drawing under any Letter of Credit issued by it and to the Company, the applicable Borrower (if not the Company) and the Administrative Agentparticipate in all Letter of Credit Advances made hereunder as provided herein. Upon written demand by such the Issuing Bank, with a copy of such demand to the Administrative Agent Agent, each Revolving Credit Lender shall purchase from the Issuing Bank, and the CompanyIssuing Bank shall sell and assign to each such Revolving Credit Lender, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available (for the account of its Applicable Lending Office Office) to the Administrative Agent (for the account of such the Issuing Bank), by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrowers hereby agree to each such sale and assignment. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such the Issuing Bank, ; provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant Issuing Bank shall notify promptly the Borrower and the Administrative Agent thereof in writing. No later than the second Business Day immediately following the Business Day on which the Borrower shall have received written notice of any payment by an Issuing Bank of under a draft drawn under any Letter of Credit (such date of payment, an “Honor Date”), the Borrower shall reimburse such Issuing Bank through the Administrative Agent in an amount equal to such drawing in Dollars. If the Borrower fails to so reimburse such Issuing Bank on the Honor Date (or if any such reimbursement payment is required to be refunded to the Borrower for any reason), then the payment by such Issuing Bank of such drawing shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Credit AdvanceLoan, which, in the case of Letters of Credit denominated in Dollars, shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafterABR Loan, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such Issuing Bank, with a copy of such demand to the Administrative Agent and the CompanyAgent, each Lender shall pay to the Administrative Agent such Lender’s Ratable Pro Rata Share of such outstanding Revolving Credit AdvanceLoans, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Credit Advance Loan to be funded by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. Each Lender agrees to fund its Ratable Pro Rata Share of an outstanding Revolving Credit Advance Loan on (i) the Business Day on which demand therefor is made by such Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any Lender shall not have so made the amount of such Revolving Credit Advance Loan available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Credit Advance Loan made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Credit Advance Loan made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37For the avoidance of doubt, if any drawing occurs under a Letter of Credit and such drawing is not reimbursed on the same day, such drawing shall, without duplication, accrue interest at the rate applicable to the ABR Loans based on the amount of such drawing.

Drawing and Reimbursement. The payment by an any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such any Issuing BankBank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent and the CompanyAgent, each Revolving Credit Lender shall pay purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to the Administrative Agent each such Revolving Credit Lender, such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such the Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by any Issuing Bank to any other Revolving Credit Lender of a portion of a Letter of Credit Advance, such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The Borrower shall be obligated pursuant to each Letter of Credit Agreement to reimburse the Issuing Bank within two (2) Business Days after demand in immediately available funds for drafts drawn under any Letter of Credit. If any drawing is not so reimbursed, then the payment by an the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Credit Advance, which, in the case of Letters Letter of Credit denominated in Dollars, Advance which shall be a Base Prime Rate Advance, in the amount of such draft ordraft. The Borrower, in the case of a Administrative Agent and each Revolving Credit Lender hereby acknowledge and agree that Letter of Credit denominated in any Major CurrencyAdvances may be made, shall be an Advance that bears interest at or deemed made, by the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period in respect of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it and to the Company, the applicable Borrower (if not the Company) and the Administrative Agentparticipate in all Letter of Credit Advances made hereunder as provided herein. Upon written demand by such the Issuing Bank, with a copy of such demand to the Administrative Agent Agent, each Revolving Credit Lender shall purchase from the Issuing Bank, and the CompanyIssuing Bank shall sell and assign to each such Revolving Credit Lender, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available (for the account of its Applicable Lending Office Office) to the Administrative Agent (for the account of such the Issuing Bank), by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such the Issuing Bank, ; provided that notice of such demand is given not later than 11:00 A.M. 1:00 p.m. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. If Upon any such assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the extent that any Lender shall not have so made Issuing Bank is the amount legal and beneficial owner of such Revolving Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37interest

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in draft. In the case event of any drawing under a Letter of Credit denominated in any Major CurrencyCredit, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to promptly notify the CompanyAgent, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such Agent shall promptly notify each Working Capital Lender and each Working Capital Lender shall purchase from the Issuing Bank, with a copy of such demand to the Administrative Agent and the CompanyIssuing Bank shall sell and assign to each such Working Capital Lender, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor notice of the drawing under the related Letter of Credit is made given by such the Issuing Bank, provided that such notice of such demand is given not later than 11:00 A.M. 1:00 P.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if such notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Working Capital Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Credit Advance, which, in the case of Letters of Credit denominated in Dollars, shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, which shall be a Base Prime Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each of the Borrower, the Administrative Agent and each Revolving Credit Lender hereby acknowledges and agrees that Letter of Credit Advances may be made, or deemed made, by the Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) in respect of each drawing under any Letter of Credit issued by it and to the Company, the applicable Borrower (if not the Company) and the Administrative Agentparticipate in all Letter of Credit Advances made hereunder as provided herein. Upon written demand by such the Issuing Bank, with a copy of such demand to the Administrative Agent Agent, each Revolving Credit Lender shall purchase from the Issuing Bank, and the CompanyIssuing Bank shall sell and assign to each such Revolving Credit Lender, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available (for the account of its Applicable Lending Office Office) to the Administrative Agent (for the account of such the Issuing Bank), by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such the Issuing Bank, provided ; PROVIDED that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that (i) the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, and (ii) the conditions set forth in 3.2 have been satisfied, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in draft. In the case event of any drawing under a Letter of Credit denominated in any Major CurrencyCredit, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to promptly notify the CompanyAdministrative Agent, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such Agent shall promptly notify each Revolving Credit Lender and each Revolving Credit Lender shall purchase from the Issuing Bank, with a copy of such demand to the Administrative Agent and the CompanyIssuing Bank shall sell and assign to each such Revolving Credit Lender, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor notice of the drawing under the related Letter of Credit is made given by such the Issuing Bank, provided that such notice of such demand is given not later than 11:00 10:00 A.M. (New York City Los Angeles, California time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if such notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Base Rate Advance (a “Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, shall be a Base Rate Advance”), in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such any Issuing BankBank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent and the CompanyAgent, each Lender shall pay purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to the Administrative Agent each such Lender, such Lender’s Ratable Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Issuing BankAdvance, provided that notice of such demand is given not later than 11:00 A.M. 12:00 noon (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such timetime and that its agreement to so purchase its Pro Rata Share of an outstanding Letter of Credit Advance is absolute, unconditional and irrevocable. Upon any such assignment by an Issuing Bank to any other Lender of a portion of a Letter of Credit Advance, such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or the Borrower. If and to the extent that any Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of the Reimbursement Obligations relating to such draft or, in as of the case date of a such Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative AgentAdvance. Upon written demand by such Issuing Bank, with a copy of such demand to the Administrative Agent and the CompanyAgent, each Lender shall pay purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to the Administrative Agent each such Lender’s Ratable , such Lender's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender; provided, provided that that, in the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings case of any payment of a draft drawn under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and that is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect direct-pay letter of Letters of Credit is absolute and unconditional and credit, the applicable Issuing Bank shall not be affected by make such written demand at any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or time prior to the occurrence and continuance of a Default or reduction or termination of Business Day immediately following the Revolving Credit Commitments, and that each date on which such payment is made; provided, further, that at any time prior to the date on which such written demand is made, the Borrower shall be made without any offset, abatement, withholding or reduction whatsoeverpermitted to repay the full amount of such payment on same-day notice to the Administrative Agent and the applicable Issuing Bank. Promptly after receipt thereofof such payment, the Administrative Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Lender agrees to fund purchase its Ratable Pro Rata Share of such an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Issuing BankAdvance, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by an Issuing Bank to any other Lender of a portion of a Letter of Credit Advance, such Issuing Bank represents and warrants to such Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents, any Loan Party or any Designated Account Party. If and to the extent that any Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such any Issuing BankBank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent and the CompanyAgent, each Revolving Credit Lender shall pay purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to the Administrative Agent each such Revolving Credit Lender, such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Issuing BankAdvance, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by an Issuing Bank to any Revolving Credit Lender of a portion of a Letter of Credit Advance, such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37Issuing

Drawing and Reimbursement. The Unless the Borrower shall have paid the Administrative Agent for the account of the applicable Issuing Bank simultaneously with or prior to such Issuing Bank's payment of a draft drawn under a Letter of Credit issued by it in accordance with the terms of Section 2.16(a) an amount equal to the amount of such payment (such amount to be notified to the Borrower by the Issuing Bank on the Business Day immediately preceding any such payment), the payment by an such Issuing Bank of a draft drawn under any such Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such any Issuing BankBank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent and the CompanyAgent, each Revolving Credit Lender shall pay purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to the Administrative Agent each such Revolving Credit Lender’s Ratable , such Lender Party's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required Lender Party. The Borrower hereby agrees to fund each such sale and assignment. Each Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. Each Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Issuing BankAdvance, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by an Issuing Bank to any Revolving Credit Lender of a portion of a Letter of Credit Advance, such Issuing Bank represents and warrants to such Lender Party that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or the Borrower. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender Party shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender Party on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such the Issuing Bank, with a copy of such demand to the Administrative Agent Agent, each Revolving Credit Lender shall purchase from the Issuing Bank, and the CompanyIssuing Bank shall sell and assign to each such Revolving Credit Lender, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's 45 45 Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such the Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any Revolving Credit Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such any Issuing BankBank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent and the CompanyAgent, each Lender shall pay purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to the Administrative Agent each such Lender’s Ratable , such Lender's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by each Issuing Bank which made such Issuing BankAdvance, provided provided, that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by an Issuing Bank to any Lender of a portion of a Letter of Credit Advance, such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or the Borrower. If and to the extent that any Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37TODCO - Omnibus Credit Agreement

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Letter of Credit Advance, which, if such payment is made in the case of Letters of Credit denominated a Committed Currency, shall be immediately redenominated into Dollars and, in Dollarsany case, shall be a Base Rate Advance, in the amount of such draft or, in draft. In the case event of any drawing under a Letter of Credit denominated in any Major CurrencyCredit, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to promptly notify the CompanyAdministrative Agent, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such Agent shall promptly notify each Lender and each Lender shall purchase from the Issuing Bank, with a copy of such demand to the Administrative Agent and the CompanyIssuing Bank shall sell and assign to each such Lender, each Lender shall pay to the Administrative Agent such Lender’s Ratable Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. Each Borrower hereby agrees to each such sale and assignment. Each Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor notice of the drawing under the related Letter of Credit is made given by such the Issuing Bank, provided that such notice of such demand is given not later than 11:00 10:00 A.M. (New York City Los Angeles, California time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if such notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such any Issuing Bank, with a copy of such demand to the Administrative Agent and the CompanyAgent, each Revolving Credit Lender shall pay purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to the Administrative Agent each such Revolving Credit Lender, such Lender’s Ratable Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment, and all parties hereto acknowledge and agree that the obligations of such other Revolving Credit Lenders to purchase outstanding Letter of Credit Advances is absolute and unconditional under all circumstances, and shall be enforceable notwithstanding the occurrence of any Default or Event of Default, the termination of the Revolving Credit Commitments or any other circumstances. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such the applicable Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by an Issuing Bank to any Revolving Credit Lender of a portion of a Letter of Credit Advance, such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, or if an Issuing Bank must disgorge or return any amounts paid by the Borrower in respect thereof, such Revolving Credit Lender agrees to pay to the Administrative Agent for the account of such Issuing Bank forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37Steel Dynamics – Credit Agreement Back to Contents

Drawing and Reimbursement. The payment by an any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such any Issuing BankBank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent and the CompanyAgent, each Revolving Credit Lender shall pay purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to the Administrative Agent each such Revolving Credit Lender, such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount mount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. Each Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Issuing BankAdvance, provided PROVIDED that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by an Issuing Bank to any Revolving Credit Lender of a portion of a Letter of Credit Advance, such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any the Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such the Issuing Bank, with a copy of such demand to the Administrative Agent Agent, each Working Capital Lender shall purchase from the Issuing Bank, and the CompanyIssuing Bank shall sell and assign to each such Working Capital Lender, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such the Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any Working Capital Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Working Capital Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an the Issuing Bank of a ------------------------- draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Credit Advance, which, in the case of Letters Letter of Credit denominated in Dollars, Advance which shall be a Base Rate Advance, in the amount of such draft ordraft. The Borrower, in the case of a Administrative Agent and each Revolving Lender hereby acknowledges and agrees that Letter of Credit denominated in any Major CurrencyAdvances may be made, shall be an Advance that bears interest at or deemed made, by the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period in respect of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it and to the Company, the applicable Borrower (if not the Company) and the Administrative Agentparticipate in all Letter of Credit Advances made hereunder as provided herein. Upon written demand by such the Issuing Bank, with a copy of such demand to the Administrative Agent Agent, each Revolving Lender shall purchase from the Issuing Bank, and the CompanyIssuing Bank shall sell and assign to each such Revolving Lender, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available (for the account of its Applicable Lending Office Office) to the Administrative Agent (for the account of such the Issuing Bank), by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such the Issuing Bank, ; provided that notice -------- of such demand is given not later than 11:00 A.M. (New York City timeEastern Standard Time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Revolving Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Upon demand by the Issuing Bank, each other Lender shall purchase from the Issuing Bank, and the Issuing Bank shall give prompt notice (sell and assign to each such Issuing Bank will use its commercially reasonable efforts to deliver other Lender, such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such Issuing Bank, with a copy of such demand to the Administrative Agent and the Company, each Lender shall pay to the Administrative Agent such other Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. Each Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such the Issuing Bank, ; provided that notice of such demand is given not later than 11:00 A.M. 12:00 noon (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount amount, together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicableRate. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business DayBank, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, Agreement and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37amount.

Drawing and Reimbursement. The payment by an the Issuing Bank of ------------------------- a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such the Issuing BankBank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent Agent, each Working Capital Lender shall purchase from the Issuing Bank, and the CompanyIssuing Bank shall sell and assign to each such Working Capital Lender, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Issuing BankAdvance, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any Working Capital Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an the Issuing Bank of a ------------------------- draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in draft. In the case event of any drawing under a Letter of Credit denominated in any Major CurrencyCredit, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to promptly notify the CompanyAgent, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such Agent shall promptly notify each Working Capital Lender and each Working Capital Lender shall purchase from the Issuing Bank, with a copy of such demand to the Administrative Agent and the CompanyIssuing Bank shall sell and assign to each such Working Capital Lender, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor notice of the drawing under the related Letter of Credit is made given by such the Issuing Bank, provided that such notice of such demand is given not later than 11:00 A.M. 1:00 P.M. (New -------- York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if such notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Working Capital Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such any Issuing BankBank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent and the CompanyAgent, each Revolving Credit Lender shall pay purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to the Administrative Agent each such Revolving Credit Lender, such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such the Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and Upon any such assignment by any Issuing Bank to the extent that any Lender shall not have so made the amount of such other Revolving Credit Advance available to the Administrative AgentLender of a portion of a Letter of Credit Advance, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date represents and warrants to such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such other Lender shall pay to the Administrative Agent such amount for the account of any that such Issuing Bank on is the legal and beneficial owner of such interest being assigned by it, free and clear of any Business Dayliens, such amount so paid in but makes no other representation or warranty and assumes no responsibility with respect of principal shall constitute a Revolving Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37to such

Drawing and Reimbursement. The payment by an any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such any Issuing BankBank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent and the CompanyAgent, each U.S. Dollar Revolving Lender (in the case of an Advance pursuant to a U.S. Dollar Letter of Credit only) and each Multicurrency Revolving Lender (in the case of an Advance pursuant to a Multicurrency Letter of Credit only) (in each case, an “Applicable Lender”) shall pay purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to the Administrative Agent each such Applicable Lender, such Lender’s Ratable Applicable Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Applicable Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Applicable Lender agrees to fund purchase its Ratable Applicable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Issuing BankAdvance, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by an Issuing Bank to any Applicable Lender of a portion of a Letter of Credit Advance, such Issuing Bank represents and warrants to such Applicable Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Applicable Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Applicable Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Applicable Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Applicable Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.”

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Credit Advance, which, in the case of Letters of Credit denominated in Dollars, shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, which shall be a Base Prime Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each The Borrower, the Administrative Agent and each Revolving Credit Lender hereby acknowledges and agrees that Letter of Credit Advances may be made, or deemed made, by the Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) in respect of each drawing under any Letter of Credit issued by it and to the Company, the applicable Borrower (if not the Company) and the Administrative Agentparticipate in all Letter of Credit Advances made hereunder as provided herein. Upon written demand by such the Issuing Bank, with a copy of such demand to the Administrative Agent Agent, each Revolving Credit Lender shall purchase from the Issuing Bank, and the Company, Issuing Bank shall sell and assign to each such Revolving Credit Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available (for the account of its Applicable Lending Office Office) to the Administrative Agent (for the account of such the Issuing Bank), by deposit to the applicable Administrative Agent’s 's Account, in same day fundsfunds in U.S. Dollars, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such the Issuing Bank, provided ; PROVIDED that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of a Letter of Credit Advance the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an the Issuing Bank of a ------------------------- draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such the Issuing BankBank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent Agent, each Working Capital Lender shall purchase from the Issuing Bank, and the CompanyIssuing Bank shall sell and assign to each such Working Capital Lender, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Issuing BankAdvance, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any Working Capital Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of the Reimbursement Obligations relating to such draft or, in as of the case date of a such Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative AgentAdvance. Upon written demand by such Issuing Bank, with a copy of such demand to the Administrative Agent and the CompanyAgent, each Lender shall pay purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to the Administrative Agent each such Lender, such Lender’s Ratable Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender; provided, provided that that, in the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings case of any payment of a draft drawn under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and that is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect direct-pay letter of Letters of Credit is absolute and unconditional and credit, the applicable Issuing Bank shall not be affected by make such written demand at any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or time prior to the occurrence and continuance of a Default or reduction or termination of Business Day immediately following the Revolving Credit Commitments, and that each date on which such payment is made; provided, further, that at any time prior to the date on which such written demand is made, the Borrower shall be made without any offset, abatement, withholding or reduction whatsoeverpermitted to repay the full amount of such payment on same-day notice to the Administrative Agent and the applicable Issuing Bank. Promptly after receipt thereofof such payment, the Administrative Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Lender agrees to fund purchase its Ratable Pro Rata Share of such an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Issuing BankAdvance, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by an Issuing Bank to any other Lender of a portion of a Letter of Credit Advance, such Issuing Bank represents and warrants to such Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents, any Loan Party or any Designated Account Party. If and to the extent that any Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any Cxxxxxx Credit Agreement such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such the Issuing BankBank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent and the CompanyAgent, each Lender shall pay purchase from the Issuing Bank, and the Issuing Bank shall sell and assign to the Administrative Agent each such Lender’s Ratable , such Lender's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Issuing BankAdvance, provided PROVIDED that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility (other than as set forth in Section 7.05(d)) with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37as

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in draft. In the case event of any drawing under a Letter of Credit denominated in any Major CurrencyCredit, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to promptly notify the CompanyAdministrative Agent, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such Agent shall promptly notify each Revolving Credit Lender and each Revolving Credit Lender shall purchase from the Issuing Bank, with a copy of such demand to the Administrative Agent and the CompanyIssuing Bank shall sell and assign to each such Revolving Credit Lender, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor notice of the drawing under the related Letter of Credit is made given by such the Issuing Bank, provided that such notice of such demand is given not later than 11:00 A.M. 1:00 P.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if such notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any Liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving U.S. Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall initially be a Base Rate AdvanceAdvance (and which may be Converted pursuant to and in accordance with Section 2.06), in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) draft. Upon notice of such payment to the Administrative Agent, each U.S. Revolving Credit Lender shall purchase from the Issuing Bank for a period of five Business Days Bank, and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (sell and assign to each such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of U.S. Revolving Credit issued by it to the CompanyLender, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such Issuing Bank, with a copy of such demand to the Administrative Agent and the Company, each Lender shall pay to the Administrative Agent such Lender’s Ratable Pro Rata Share of such outstanding Revolving U.S. Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving U.S. Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The U.S. Borrower hereby agrees to each such sale and assignment. Each U.S. Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving U.S. Letter of Credit Advance on (i) the Business Day on which demand therefor notification is made given by such the Issuing Bank, Bank of a draft on a Letter of Credit; provided that notice of such demand draft is given not later than 11:00 A.M. 12:00 P.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand notice if notice of such demand draft is given after such time. Upon any such assignment by the Issuing Bank to any other U.S. Revolving Credit Lender of a portion of a U.S. Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such U.S. Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any U.S. Revolving Credit Lender shall not have so made the amount of such Revolving U.S. Letter of Credit Advance available to the Administrative Agent, such U.S. Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand notice by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving U.S. Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving U.S. Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37Each U.S. Letter of Credit Advance made by the Issuing Bank in respect of a Letter Credit and each assignment of an interest in such U.S. Letter of Credit Advance to the U.S. Revolving Credit Lenders shall be deemed to be a single Borrowing of U.S. Letter of Credit Advances.

Drawing and Reimbursement. The payment by an Issuing Bank of a draft drawn under any Letter of Credit which is not reimbursed by the applicable Borrower on the date made shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft ordraft, in without regard to whether the case making of a Letter of Credit denominated in any Major Currency, shall be such an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of would exceed such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draftBank’s Unused Revolving Credit Commitment. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such Issuing Bank, with a copy of such demand to the Administrative Agent and the Companyapplicable Borrower, each Lender shall pay to the Administrative Agent such Lender’s Ratable Share of such outstanding Revolving Credit Advance, by making available for the account of its Applicable Lending Office Advance pursuant to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Credit Advance to be funded by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate AdvanceSection 2.03(b). Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. Each Lender agrees to fund its Ratable Share of an outstanding Revolving Credit Advance on (i) the Business Day on which demand therefor is made by such Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any Lender shall not have so made the amount of such Revolving Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Credit Advance made by Jabil Credit Agreement such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft ordraft. Upon written demand by any Issuing Bank with an outstanding Letter of Credit Advance to the Administrative Agent requesting reimbursement from each Revolving Credit Lender for such outstanding Letter of Credit Advance, the Administrative Agent shall immediately send notice of such reimbursement demand by facsimile to each Revolving Credit Lender. Upon receipt of such reimbursement demand from the Administrative Agent, each Revolving Credit Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Revolving Credit Lender, such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase (based, in the case of a any Letter of Credit Advance denominated in any Major Currencyan Applicable Letter of Credit Currency other than Dollars, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in on the Equivalent in Dollars on at such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such Issuing Bank, with a copy of such demand to the Administrative Agent and the Company, each Lender shall pay to the Administrative Agent such Lender’s Ratable Share of such outstanding Revolving Credit Advancetime), by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated Lender (based, in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension case of any Letter of Credit or Advance denominated in an Applicable Letter of Credit Currency other than Dollars, on the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each Equivalent in Dollars at such payment shall be made without any offset, abatement, withholding or reduction whatsoevertime). Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The U.S. Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Issuing BankAdvance, provided that notice of such demand is given to the Administrative Agent not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any Lender shall not have so made the amount of such Revolving Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37City

Drawing and Reimbursement. The payment by an Issuing Bank of a draft drawn under any Letter of Credit which is not reimbursed by the applicable Borrower on the date made shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft ordraft, in without regard to whether the case making of a Letter of Credit denominated in any Major Currency, shall be such an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of would exceed such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draftBank’s Unused Revolving Credit Commitment. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such Issuing Bank, with a copy of such demand to the Administrative Agent and the Companyapplicable Borrower, each Lender shall pay to the Administrative Agent such Lender’s Ratable Share of such outstanding Revolving Credit Advance, by making available for the account of its Applicable Lending Office Advance pursuant to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Credit Advance to be funded by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate AdvanceSection 2.03(b). Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. Each Lender agrees to fund its Ratable Share of an outstanding Revolving Credit Advance on (i) the Business Day on which demand therefor is made by such Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any Lender shall not have so made the amount of such Revolving Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such Issuing Bank, with a copy of such demand to the Administrative Agent and the CompanyAgent, each other Lender shall pay purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to the Administrative Agent each such other Lender’s Ratable , such other Lender's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required . The Borrower hereby agrees to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Banksale and assignment. Each Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Issuing BankAdvance, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by an Issuing Bank to any other Lender of a portion of a Letter of Credit Advance, such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or either Loan Party. If and to the extent that any Lender shall not have so made the amount of such Revolving Credit Working Capital Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicableRate. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Credit Advance, which, in the case of Letters Letter of Credit denominated in Dollars, Advance which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Prime Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each of the Borrower, the Administrative Agent and each Revolving Credit Lender hereby acknowledges and agrees that Letter of Credit Advances may be made, or deemed made, by any Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) in respect of each drawing under any Letter of Credit issued by it and to the Company, participate in all Letter of Credit Advances made hereunder as provided herein. The Borrower shall reimburse the applicable Issuing Bank for each Letter of Credit Advance, using its own funds or the proceeds of a Revolving Credit Borrowing or Swing Line Borrowing on the same Business Day on which such Letter of Credit is drawn. To the extent the Borrower (if does not so reimburse the Company) and the Administrative Agent. Upon applicable Issuing Bank, upon written demand by such Issuing Bank, with a copy of such demand to the Administrative Agent and the CompanyAgent, each Revolving Credit Lender shall pay purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to the Administrative Agent each such Revolving Credit Lender, such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available (for the account of its Applicable Lending Office Office) to the Administrative Agent (for the account of such Issuing Bank), by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the applicable Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such the applicable Issuing Bank, ; provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the applicable Issuing Bank to any other Revolving Credit Lender of a portion of a Letter of Credit Advance, such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any Liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the applicable Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the applicable Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such the Issuing Bank, with a copy of such demand to the Administrative Agent Agent, each Revolving Credit Lender shall purchase from the Issuing Bank, and the CompanyIssuing Bank shall sell and assign to each such Revolving Credit Lender, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Domestic Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such the Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any Revolving Credit Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Credit Agreement Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such any Issuing BankBank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent and the CompanyAgent, each Revolving Credit Lender shall pay purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to the Administrative Agent each such Revolving Credit Lender, such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Issuing BankAdvance, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by an Issuing Bank to any Revolving Credit Lender of a portion of a Letter of Credit Advance, such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit issued by the Issuing Bank, or the payment by the Issuing Bank of any amount to an L/C Issuer in respect of any guaranty made by the Issuing Bank of a Letter of Credit issued by such L/C Issuer, or the payment by an L/C Issuer, which is also a Lender, of a draft drawn under any Letter of Credit issued by such L/C Issuer, shall each constitute for all purposes of this Agreement the making by any such the Issuing Bank or such L/C Issuer, as the case may be, of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agentpayment. Upon written demand by such the Issuing Bank, or L/C Issuer (in the case of an L/C Issuer which is also a Lender), with a copy of such demand to the Administrative Agent Agent, each Working Capital Lender shall purchase from the Issuing Bank or such L/C Issuer, as the case may be, and the CompanyIssuing Bank or such L/C Issuer, as the case may be, shall sell and assign to each Lender shall pay to the Administrative Agent such Working Capital Lender’s Ratable , such Working Capital Lender's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank or such Issuing BankL/C Issuer, as the case may be, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Working Capital Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank, or L/C Issuer (in the case of an L/C Issuer which is also a Lender), as the case may be. The Parent Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such the Issuing Bank, provided or L/C Issuer (in the case of an L/C Issuer which is also a Lender), as the case may be; PROVIDED, that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank, or L/C Issuer (in the case of an L/C Issuer which is also a Lender), as the case may be, to any Working Capital Lender of a portion of a Letter of Credit Advance, the Issuing Bank, or such L/C Issuer, as the case may be, represents and warrants to such Lender that the Issuing Bank, or such L/C Issuer, as the case may be, is the legal and beneficial owner of such interest being assigned by it, free and clear of any Liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank Bank, or L/C Issuer (in the case of an L/C Issuer which is also a Lender), as the case may be, until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, or such L/C Issuer, as applicable. If such Working Capital Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank Bank, or L/C Issuer (in the case of an L/C Issuer which is also a Lender), as the case may be, on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by the Issuing Bank, or such Issuing Bank L/C Issuer, as the case may be, shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Credit Advance, which, in the case of Letters of Credit denominated in Dollars, shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, which shall be a Base Prime Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each of the Borrower, the Administrative Agent and each Revolving Credit Lender hereby acknowledges and agrees that Letter of Credit Advances may be made, or deemed made, by the Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) in respect of each drawing under any Letter of Credit issued by it and to the Company, the applicable Borrower (if not the Company) and the Administrative Agentparticipate in all Letter of Credit Advances made hereunder as provided herein. Upon written demand by such the Issuing Bank, with a copy of such demand to the Administrative Agent Agent, each Revolving Credit Lender shall purchase from the Issuing Bank, and the CompanyIssuing Bank shall sell and assign to each such Revolving Credit Lender, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available (for the account of its Applicable Lending Office Office) to the Administrative Agent (for the account of such the Issuing Bank), by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such the Issuing Bank, ; provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an the Issuing Bank of a ------------------------- draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Alternate Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such the Issuing BankBank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent Agent, each Revolving Credit Lender shall purchase from the Issuing Bank, and the CompanyIssuing Bank shall sell and assign to each such Revolving Credit Lender, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such the Issuing Bank, Bank provided that notice of such demand is given not later than 11:00 10:00 A.M. (New York City Charlotte, North Carolina time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Prime Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such the Issuing Bank, with a copy of such demand to the Administrative Agent Agent, each Working Capital Lender shall purchase from the Issuing Bank, and the CompanyIssuing Bank shall sell and assign to each such Working Capital Lender, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such the Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City Charlotte, North Carolina time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37Day (it being understood that any such payment by any Lender is without prejudice to, and does not constitute a waiver of, any right any Lender might have or might acquire as a result of the payment by the Issuing Bank of any draft or the reimbursement by any Lender thereof).

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such the Issuing Bank, with a copy of such demand to the Administrative Agent Agent, each Working Capital Lender shall purchase from the Issuing Bank, and the CompanyIssuing Bank shall sell and assign to each such Working Capital Lender, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such the Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City Chicago time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Working Capital Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at (x) the Federal Funds Rate for the first three days and (y) thereafter, at the Base Rate, for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37The obligation of each Working Capital Lender to purchase its Pro Rata Share of an outstanding Letter of Credit Advance pursuant to this Section 2.03(b) shall be unconditional and irrevocable, and shall not be affected by (i) any failure of the Borrower to repay any Letter of Credit Advance at the time required pursuant to Section 2.04(c) or (ii) any other event or circumstance, including, without limitation, any of the circumstances enumerated in Section 2.04(c)(ii).

Drawing and Reimbursement. The payment by an any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving “Letter of Credit Advance”, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (to the applicable Borrower and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) the Agent of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agentit. Upon written demand by such Issuing Bank, with a copy of such demand to the Administrative Agent and the Company, each Lender shall pay to the Administrative Agent such Lender’s Ratable Pro Rata Share of such outstanding Revolving Letter of Credit Advance, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Letter of Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. Each Lender agrees to fund its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Issuing BankAdvance, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (to the applicable Borrower and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) the Agent of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agentit. Upon written demand by such Issuing Bank, with a copy of such demand to the Administrative Agent and the Company, each Lender shall pay to the Administrative Agent such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit Advance, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Letter of Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. Each Lender agrees to fund its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Issuing BankAdvance, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such any Issuing BankBank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent and the CompanyAgent, each Revolving Credit Lender shall pay purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to the Administrative Agent each such Revolving Credit Lender, such Lender’s Ratable 's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The Company hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Issuing BankAdvance, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by an Issuing Bank to any Revolving Credit Lender of a portion of a Letter of Credit Advance, such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an Issuing the Fronting Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing the Fronting Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such Issuing Bankthe Fronting Bank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent Paying Agent, each Revolving Lender shall purchase from the Fronting Bank, and the Company, each Lender Fronting Bank shall pay sell and assign to the Administrative Agent such Lender’s Ratable , such Lender's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Paying Agent for the account of such Issuing the Fronting Bank, by deposit to the applicable Paying Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required . The Borrower hereby agrees to fund each such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars sale and is a Base Rate Advanceassignment. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. Each Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by such Issuing the Fronting Bank, provided that notice of such demand is given not later than 11:00 A.M. 1:00 P.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Fronting Bank to any Lender of a portion of a Letter of Credit Advance, the Fronting Bank represents and warrants to such other Lender that the Fronting Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of Liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Paying Agent, such Lender agrees to pay to the Administrative Paying Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing the Fronting Bank until the date such amount is paid to the Administrative Paying Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicableRate. If such Lender shall pay to the Administrative Paying Agent such amount for the account of any such Issuing the Fronting Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this AgreementDay, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such Issuing the Fronting Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such the Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such the Issuing BankBank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent and the CompanyAgent, each Lender shall pay purchase from the Issuing Bank, and the Issuing Bank shall sell and assign to the Administrative Agent each such Lender’s Ratable , such Lender's Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Issuing BankAdvance, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of an Advance under the Revolving Loan, which shall bear interest at a Revolving Credit Advance, which, in rate per annum equal to the case lesser of Letters of Credit denominated in Dollars, shall be a (i) the Base Rate Advanceas in effect from time to time and (ii) the Highest Lawful Rate, in the amount of such draft or(but without any requirement for compliance with the conditions set forth in ARTICLE III hereof); provided, in however, if as a result of termination of the case of a Letter of Credit denominated in Commitment pursuant to any Major Currency, shall be Debtor Relief Law Issuing Bank is prohibited from making an Advance that bears interest at under the Overnight Eurocurrency Rate (as defined below) Revolving Loan, the obligation of such Company to repay Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draftdraft shall bear interest at a rate per annum equal to the lesser of (i) the Base Rate in effect from time to time and (ii) the Highest Lawful Rate. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each In the event that a drawing under any Letter of Credit issued is not reimbursed by it to Company by 12:00 noon on the Companyfirst Business Day after such drawing, the applicable Borrower (if not the Company) and the Issuing Bank shall promptly notify Administrative Agent, which shall notify each other Lender. Upon written demand by Each such Issuing BankLender shall, with on the first Business Day following such notification, make an Advance under the Revolving Loan (or, if as a copy result of such demand to any Debtor Relief Law the Administrative Agent and Lenders are prohibited from making an Advance under the CompanyRevolving Loan, each Lender shall pay fund its participation purchased pursuant to SECTION 2.14(a) hereof by making such amount available to Administrative Agent), which shall bear interest at a rate per annum equal to the Administrative Agent lesser of (i) the Base Rate in effect from time to time and (ii) the Highest Lawful Rate, and shall be used to repay the applicable portion of Issuing Bank's Advance with respect to such Lender’s Ratable Share Letter of such outstanding Revolving Credit AdvanceCredit, by making available for in an amount equal to the account amount of its Applicable Lending Office participation in such drawing for application to reimburse Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in ARTICLE III hereof) and shall make available to Administrative Agent for the account of such Issuing Bank, by deposit to the applicable at Administrative Agent’s Account's office, in same day funds, an the amount of such Advance (or funded participation, as the case may be). In the event that any Lender fails to make available to Administrative Agent for the account of Issuing Bank the amount of such Advance, Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to the portion lesser of the outstanding principal amount of such Revolving Credit Advance to be funded by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. Each Lender agrees to fund its Ratable Share of an outstanding Revolving Credit Advance on (i) the Business Day on which demand therefor is made by such Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, Highest Lawful Rate or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any Lender shall not have so made the amount of such Revolving Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37Rate.

Drawing and Reimbursement. The Borrower authorizes the payment by an the Issuing Bank of a draft an amount drawn under any Letter of Credit Credit. The payment by the Issuing Bank of such amount drawn shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Credit Advance, which, in the case of Letters of Credit denominated in Dollars, shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative AgentAdvance. Upon written demand by such the Issuing Bank, with a copy of such demand to the Administrative Agent and the CompanyAgent, each Lender shall pay purchase from the Issuing Bank, and such Issuing Bank shall sell and assign to the Administrative Agent each such Lender, such Lender’s Ratable Pro Rata Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereofof such payment, the Administrative Agent shall transfer such funds to such the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Lender agrees to fund purchase its Ratable Pro Rata Share of such an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor therefore is made by such the Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City London time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Lender shall not have so made the amount of such Revolving Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any such the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such the Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37.

Drawing and Reimbursement. The payment by an the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Credit Advance, which, in Advance by the case of Letters of Credit denominated in Dollars, shall be a Issuing Bank bearing interest at the Base Rate Advance, in the amount of such draft orand, in the case of a connection with any Letter of Credit denominated in any Major CurrencyPounds or Euros, such Revolving Advance shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance made in the Equivalent Amount in Dollars on such fifth Business Day for U.S. dollars as of the amount date of such draftdraft payment by the Issuing Bank. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) In the event of each drawing a payment of any draft drawn under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such Issuing Bank, with a copy of such demand each other Lender shall be deemed to have purchased from the Administrative Agent Issuing Bank, and the CompanyIssuing Bank shall sell and assign to each such other Lender, each Lender shall pay to the Administrative Agent such other Lender’s Ratable Pro Rata Share of such outstanding Revolving Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the applicable Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required to fund such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and agrees that its obligation Borrower hereby consents to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Banksale and assignment. Each Lender agrees to fund purchase its Ratable Pro Rata Share of an outstanding Revolving Credit Advance on (i) the Business Day on which demand therefor is made by such the Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Lender of a portion of such Revolving Advance, the Issuing Bank represents and warrants to such other Lender that it is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Revolving Advance, the Loan Documents or the Borrower for the account of which such Letter of Credit was issued. If and to the extent that any Lender shall not have so made the amount of its interest in such Revolving Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for Rate. On the last day of each month, the Issuing Bank shall notify each Lender of its account or Pro Rata Share of the account of such Revolving Advances made by the Issuing Bank, as applicable. If such Lender Bank during the preceding month pursuant to this Section 2.3(b) and shall pay to the Administrative Agent each such amount for the account of any such Issuing Bank on any Business Day, such amount so paid Lender in respect of principal shall constitute a Revolving Credit Advance made by the amount of any funded participations of such Lender in such Revolving Advances outstanding at any time during the preceding month, an amount equal to such Lender’s Pro Rata Share of the interest payable on such Business Day for purposes of this Agreement, and Revolving Advances only to the outstanding principal amount of extent that such amounts shall have been paid to the Revolving Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37the Borrowers.

Drawing and Reimbursement. The payment by an ------------------------- any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Letter of Credit Advance, which, in the case of Letters of Credit denominated in Dollars, which shall be a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a period of five Business Days and thereafter, shall be a Base Rate Advance in the Equivalent in Dollars on such fifth Business Day for the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit issued by it to the Company, the applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such any Issuing BankBank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent and the CompanyAgent, each other Working Capital Lender shall pay purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to the Administrative Agent each such other Working Capital Lender’s , such other Lender's Ratable Share of such outstanding Revolving Letter of Credit AdvanceAdvance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the applicable Administrative Agent’s 's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be funded purchased by such Lender, provided that the Lenders shall not be required . The Borrower hereby agrees to fund each such Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Advance is exchanged for the Equivalent in Dollars sale and is a Base Rate Advanceassignment. Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. Each Working Capital Lender agrees to fund purchase its Ratable Share of an outstanding Revolving Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Issuing BankAdvance, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by an Issuing Bank to any other Working Capital Lender of a portion of a Letter of Credit Advance, such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Revolving Credit Working Capital Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicableRate. If such Lender shall pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. NYDOCS01/1619437.3A 37No Lender shall be obligated to purchase its Ratable Share of Letter of Credit Advances under this Section 2.15(c) to the extent that such Advances result from any Issuing Bank's willful misconduct or gross negligence.