Common use of Payment of Amounts Drawn Under Letters of Credit Clause in Contracts

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall notify Agent, which shall notify the Applicable Borrower and for whose account the Administrative Agent Letter of Credit was issued of such draw, not later than 12:00 Noon, Chicago time, on or before the Business Day immediately prior to the date on which such the Issuing Bank intends to honor such drawing, . Such Borrower shall give notice to be received by Agent and the Applicable Borrower shall reimburse such Issuing Bank not later than 2:00 P.M., Chicago time, on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable Borrower if it intends to reimburse such the Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans. Such notice from a Borrower shall be irrevocable and, if given, such Borrower shall reimburse the Applicable Issuing Bank not later than the close of business Chicago time on the day on which such drawing is honored in an amount in immediately available funds equal to the amount of such drawing. If Agent shall not have timely received such notice (i) such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are a Base Rate Loans Advance on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, drawing and (ii) subject to satisfaction or waiver of the Banks conditions specified in Section 2 hereof and the other terms and conditions of Advances contained herein, the Lenders shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, drawing or payment. If for any reason, proceeds of such Revolving Loans are not received by such the Issuing Bank on such date in an amount equal to the amount of such drawing, such Issuing Bank Borrower shall be entitled obligated to reimbursement in accordance with Section 1.04and shall reimburse the Issuing Bank, on the Business Day (which shall be a business day (under the laws of the jurisdiction of such the Issuing Bank) immediately following the date of such drawing, in an amount in same day immediately available funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i)Subsection 2.21(A) hereof for Base Rate Advances on the Revolving Loans.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall notify the Applicable Borrower and at whose request the Letter of Credit was issued, Administrative Agent on or before the date which is two Business Days prior to the date on which such Issuing Lender intends to honor such drawing (unless such Letter of Credit by its terms requires the Issuing Lender to honor a drawing on or prior to the second Business Day following such drawing, in which case the Issuing Lender shall notify the Borrower at whose request the Letter of Credit was issued, Administrative Agent as soon as reasonably practicable but in any event on or before the date on which such Issuing Bank Lender intends to honor such drawing), and the Applicable Borrower at whose request the Letter of Credit was issued shall reimburse such Issuing Bank Lender on the day date on which such drawing is honored honored, in each case in an amount in same day funds either the currency in which such Letter of Credit is denominated or in Dollars and in Same Day Funds equal to the amount of and such drawing (which amount, in the same case of a reimbursement in Dollars of a drawing under a Letter of Credit which is denominated in a currency as such drawingother than Dollars, shall be calculated by reference to the applicable Exchange Rate); provided thatPROVIDED THAT, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower at whose request the Letter of Credit was issued shall have notified the Administrative Agent Agent, and such Issuing Bank Lender prior to Noon 11:00 a.m. (New York time) on the Business Day of immediately prior to the date of such drawing that the Applicable Borrower at whose request the Letter of Credit was issued intends to reimburse such Issuing Bank Lender for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower at whose request the Letter of Credit was issued shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that (or Offshore Loans, as applicable) to such Borrower which are Base Rate Loans Loans, on the Business Day following the date on which such drawing is honored honored, in an amount in Dollars equal to the Dollar Equivalent amount of such drawinghonored drawing (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate on the date such drawing is honored), and (ii) subject to satisfaction or waiver of the Banks conditions specified in subsection 3.2B, Lenders shall, on the date of such drawingrequested borrowing, make Revolving Loans that (or Offshore Loans, as applicable) to such Borrower which are Base Rate Loans in the amount of such drawingdrawing as aforesaid, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank Lender for the Dollar Equivalent amount of such drawing; , and further provided that if, if for any reason, reason proceeds of Revolving Loans (or Offshore Loans, as applicable) are not received by such Issuing Bank Lender on such date in an amount equal to the amount of such drawing, Borrowers shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Lender, on the Business Day (which shall be a business day (under the laws of the jurisdiction of such Issuing BankLender) immediately following the date on which reimbursement of such drawingdrawing is required as provided above, in an amount in same day funds Same Day Funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(isubsection 2.8F(2).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided : PROVIDED that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon 1:00 p.m. (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans or Supplemental Revolving Loans, as the case may be, that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) subject to availability under the Borrowing Base, the Banks shall, on the date of such drawing, make Revolving Loans or Supplemental Revolving Loans, as the case may be, that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided PROVIDED FURTHER that if, if for any reason, proceeds of Revolving Loans or Supplemental Revolving Loans, as the case may be, are not received by made to so reimburse such Issuing Bank on such date in an amount equal to the amount of such drawing, the Borrower shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Bank, on the within one Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date receipt of notice from the Administrative Agent that such drawingRevolving Loans or Supplemental Revolving Loans, as the case may be, have not been made, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans or Supplemental Revolving Loans, as the case may be, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i1.13(f)(i)(A).

Payment of Amounts Drawn Under Letters of Credit. In Upon receipt by the event Issuing Bank of any request for drawing under any its Letter of Credit by the beneficiary thereof, the Issuing Bank shall notify the Applicable Borrower and the Administrative Agent on or before promptly after its receipt of notice of any such request, and in any event at least two (2) Business Days prior to the date on which such the Issuing Bank intends to honor such drawing (unless under the terms of the Letter of Credit the Issuing Bank is required to honor a drawing prior to the second Business Day after presentation of a request for drawing, in which case the Issuing Bank shall provide Borrower and Agent with such notice of such request as may be practicable under the Applicable circumstances). Agent shall provide each Lender with a true and complete copy of such notice within one (1) Business Day of Agent's receipt of the same. Borrower shall shall, and hereby covenants and agrees to, reimburse such the Issuing Bank on the day on which such drawing is honored in an amount amount, in same day funds immediately available funds, equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, PROVIDED that (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon 11:00 A.M. (New York Cleveland time) on the Business Day of immediately prior to the date of such drawing that the Applicable Borrower intends to reimburse such the Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing Request for Advance to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are a Base Rate Loans Loan on the Business Day following the date on which such drawing is honored honored, in an amount equal to the Dollar Equivalent amount of such drawing, ; and (ii) the Banks Lenders shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided PROVIDED FURTHER, that if, if for any reason, reason proceeds of Revolving such Loans are not received by such the Issuing Bank on such date in an amount equal to the amount of such drawing, such Borrower shall reimburse the Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Bank, on the next Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawingDay, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that Loans which are so actually received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i)Default Interest Rate.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall notify the Applicable Borrower Borrowers and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower Borrowers shall reimburse such Issuing Bank Lender on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided thatthat (1) if sufficient funds are then in the Letter of Credit Cash Collateral Account to reimburse Lender in full for the amount of such drawing, anything contained in this Agreement Lender shall reimburse itself by debiting such amount necessary to reimburse Lender from the contrary notwithstandingLetter of Credit Cash Collateral Account, (i2) if the funds then in the Letter of Credit Cash Collateral Account are insufficient to reimburse Lender in full for the amount of such drawing, Lender shall debit the Letter of Credit Cash Collateral Account in the amount thereof and the unreimbursed balance of such drawing shall be reimbursed in accordance with clause (3) below, and (3) if there are no funds (or insufficient funds) then in the Letter of Credit Cash Collateral Account then unless the Applicable Borrower Borrowers shall have notified the Administrative Agent and such Issuing Bank Lender prior to Noon (New York time) 11:00 A.M. on the Business Day of the date of such drawing that the Applicable Borrower intends Borrowers intend to reimburse such Issuing Bank Lender for the amount of such drawing with funds other than the proceeds of Revolving Loansthe Advances, the Applicable Borrower Borrowers shall be deemed to have timely given a Notice of Borrowing notice to the Administrative Agent Lender requesting the Banks having Revolving Loan Commitments it to make Revolving Loans that are Base Rate Loans an Advance in accordance with Section 2.1 on the Business Day following the date day on which such drawing is honored (the "Reimbursement Date") in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an aggregate amount equal to the amount of such drawing, such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04, on drawing less the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loansamount, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i)remitted to Lender pursuant to clause (2) above.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 4.02, the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, the Borrower shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Bank, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i1.10(f)(1)(i).

Payment of Amounts Drawn Under Letters of Credit. In the event of any Upon each request for drawing a draw under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall immediately notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawingAgent, and the Applicable Borrower shall reimburse such reimburse, or cause the reimbursement of, the Issuing Bank on the day on which such drawing is honored demand in an amount in same day funds equal to the amount of and in the same currency as such drawingdraw; provided thatprovided, anything contained in this Agreement to the contrary notwithstandinghowever, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such the Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing time that the Applicable Borrower intends to reimburse such the Issuing Bank for all or a portion of the amount of such drawing draw with funds other than the proceeds of Revolving Credit Loans, the Applicable Borrower shall conclusively be deemed to have timely given a Notice of Borrowing request for a Disbursement under Subsection 2.1(c) hereof to the Administrative Agent requesting the Revolving Credit Banks having Revolving Loan Commitments to make Revolving Credit Loans that are at the Base Rate Loans Option on the first Business Day immediately following the date on which such drawing draw is honored in an aggregate amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so receivedtheretofore received by the Issuing Bank in reimbursement thereof (the "Unreimbursed Amount"), plus accrued interest on such amount at the rate set forth in Subsection 2.4(e)(iii) hereof. If the Borrower shall be deemed to have given a request for a Disbursement under Subsection 2.1(c) hereof to the Agent pursuant to this Subsection 2.4(c), then, (notwithstanding the satisfaction or waiver of the conditions specified in Section 1.13(f)(1)(i7.1 hereof), the Revolving Credit Banks shall, on the first Business Day immediately following the date of such draw, make Revolving Credit Loans at the Base Rate Option in the aggregate amount of the Unreimbursed Amount plus accrued interest on such amount at the rate set forth in Subsection 2.4(e)(iii) hereof. The proceeds of any such Revolving Credit Loans shall be applied directly by the Agent, upon receipt thereof from the Banks, to reimburse the Issuing Bank for the Unreimbursed Amount plus accrued interest on such amount. The foregoing shall not limit or impair the obligation of the Borrower to reimburse the Issuing Bank on demand.

Payment of Amounts Drawn Under Letters of Credit. In the event of any Upon each request ------------------------------------------------ for drawing a draw under any a Letter of Credit by the beneficiary thereof, the Issuing Bank shall immediately notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such reimburse, or cause the reimbursement of, the Issuing Bank on the day on which such drawing is honored demand in an amount in same day funds equal to the amount of such draw; provided, however, that any -------- ------- failure of the Issuing Bank to notify the Borrower and in the same currency as Administrative Agent prior to honoring any such drawing; provided that, anything contained in this Agreement draw shall not affect the Borrower's obligation to reimburse the contrary notwithstanding, (i) unless Issuing Bank. Unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing time that the Applicable Borrower intends to reimburse such the Issuing Bank for all or a portion of the amount of such drawing draw with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall conclusively be deemed to have timely given a Notice of Borrowing request for a Loan under Section 2.1 hereof to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lender to make Revolving Credit Loans that are at the Base Rate Loans Option on the first Business Day immediately following the date on which such drawing draw is honored in an aggregate amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing draw over the amount theretofore received by the Issuing Bank in reimbursement thereof (the "Unreimbursed Amount"), plus accrued interest on such amount at the ---- rate set forth in Subsection 2.3c hereof. If the Borrower shall be deemed to have given a request for a Loan under Section 2.1 hereof to the Administrative Agent pursuant to this Subsection 2.3b, then, notwithstanding: (i) the failure of Borrower to satisfy the conditions specified in Section 6 hereof, (ii) the occurrence of an Event of Default or (iii) the acceleration of any Obligations or termination of any Commitment pursuant to Section 7.2, the Lenders shall, on the ----------- first Business Day immediately following the date of such Revolving Loansdraw, if any, that are so receivedmake a Loan at the Base Rate Option in the aggregate amount of the Unreimbursed Amount, plus accrued interest on such amount at the rate ---- set forth in Section 1.13(f)(1)(i)Subsection 2.3c hereof. The proceeds of any such Loan shall be applied directly by the Issuing Bank, to reimburse the Issuing Bank for the Unreimbursed Amount, plus accrued interest on ---- such amount. The foregoing shall not limit or impair the obligation of the Borrower to reimburse the Issuing Bank on demand for any Unreimbursed Amount. The Issuing Bank hereby sells, and each Lender hereby purchases, on a continuing basis, a participation and an undivided interest in (i) the obligations of the Issuing Bank to honor any drawing under any Letter of Credit and (ii) the Indebtedness of the Borrower to the Issuing Bank under this Agreement in respect of each Letter of Credit, such participation being in the amount of such Lender's Commitment Percentage of such obligations and Indebtedness.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided : PROVIDED that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon 1:00 p.m. (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) subject to availability under the Borrowing Base, the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided PROVIDED FURTHER that if, if for any reason, proceeds of Revolving Loans are not received by made to so reimburse such Issuing Bank on such date in an amount equal to the amount of such drawing, the Borrower shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Bank, on the within one Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date receipt of notice from the Administrative Agent that such drawingRevolving Loans have not been made, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i1.13(f)(i)(A).

Payment of Amounts Drawn Under Letters of Credit. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any kind, to reimburse Agent, on behalf of Lenders, for any amounts paid by Lenders with respect to each LC Guaranty including all amounts paid by Lenders upon any draw with respect to a Letter of Credit, any guaranty or reimbursement obligation paid by Lenders to any Person upon any draw upon a Letter of Credit and all fees, costs and expenses paid by Lenders to any Issuing Bank. All such reimbursement obligations shall be due and payable on demand. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Borrower shall notify the Applicable Borrower and the Administrative give notice to be received by Agent on or before the date on which such Issuing Bank intends Business Day prior to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank on the day Business Day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable payable if Borrower intends to reimburse such the Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans. Such notice from Borrower shall be irrevocable and, if given, Borrower shall reimburse the Applicable Issuing Bank not later than the close of business Chicago time on the day on which such drawing is honored in an amount in immediately available funds equal to the amount of such drawing. If Agent shall not have timely received such notice (i) Borrower shall be deemed to have timely given a Notice requested the making of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, drawing and (ii) subject to satisfaction or waiver of the Banks conditions specified in SECTION 12 and the other terms and conditions of Revolving Loans contained herein, Agent shall notify Lenders thereof, and Lenders shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of their Pro Rata Share of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, drawing or payment. If for any reason, proceeds of Revolving such Loans are not received by such Issuing Bank Agent on such date in an amount equal to the amount of such drawing, such Issuing Bank Borrower shall be entitled obligated to reimbursement in accordance with Section 1.04and shall (without prejudice to any rights of Borrower against any Lenders who fail to fund such Loans) reimburse Agent, on the Business Day (which shall be a business day (under the laws of the jurisdiction of such the Issuing Bank) immediately following the date of such drawing, in an amount in same day immediately available funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i)SECTION 4.2. Each Lender acknowledges and agrees that its obligation to reimburse Agent pursuant to this SECTION 2.12.5 is absolute and unconditional and shall not be affected by any circumstance whatsoever including the occurrence or continuance of an Unmatured Event of Default or an Event of Default, and further acknowledges and agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the applicable Issuing Bank shall notify the Applicable Borrower and Administrative Agent, which shall notify the Administrative Agent Company of such draw, not later than 11:00 a.m. (New York City time), on or before the date day on which such the Issuing Bank intends to honor such drawing. Unless the Company shall, and at the Applicable Borrower shall reimburse time of such drawing, have posted funds with such Issuing Bank on the day on which sufficient to reimburse such drawing is honored in an amount full in same day funds equal to the amount of and in the same currency as such drawing; provided thatCash, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on shall reimburse the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such applicable Issuing Bank for the amount of such drawing from funds held in the Tranche 1 Credit-Linked Deposit Account to the extent of the Tranche 1 Banks' Pro Rata Share of the exposure with respect to such Letter of Credit. In the event funds from the Tranche 1 Credit-Linked Deposit Account are withdrawn by the Administrative Agent to reimburse the applicable Issuing Bank for an unreimbursed drawing, the Company shall have the right, at any time prior to the Facility Expiry Date, to pay over to the Administrative Agent in reimbursement thereof an amount equal to the amount so withdrawn for deposit in the Tranche 1 Credit-Linked Deposit Account. In the event that any reimbursement shall be due to an Issuing Bank under the preceding provisions of this Section on a day other than the proceeds last day of Revolving Loansan Interest Period in effect for the Tranche 1 Credit-Linked Deposits, the Applicable Borrower Administrative Agent shall have the right, but not the obligation, to advance its own funds to cover the amount due to such Issuing Bank, in which case (i) title to an amount of each Tranche 1 Bank's Tranche 1 Credit-Linked Deposit equal to its Tranche 1 Percentage Interest of the amount so advanced by the Administrative Agent (together with the interest accruing thereon) shall automatically be transferred to the Administrative Agent, which shall reimburse itself for the amount advanced by it through the liquidation of such amounts from the Tranche 1 Credit-Linked Deposits at the end of the applicable Interest Period, and (ii) the Company shall pay to the Administrative Agent, upon the Administrative Agent's request therefor, the amount, if any, by which the Administrative Agent's cost of funds for the period from the date of such reimbursement of the Issuing Bank through the end of the applicable Interest Period, as determined by the Administrative Agent (such determination to be conclusive absent manifest error) and set forth in the request for payment delivered to the Company, shall exceed the interest accrued on a like amount of the Tranche 1 Credit-Linked Deposits at the Eurodollar Rate for such Interest Period. In the event the Company shall fail to pay any amount due under clause (ii) of the preceding sentence, the interest payable by the Administrative Agent to the Tranche 1 Banks on their Tranche 1 Credit-Linked Deposits under Section 3.10 shall be correspondingly reduced and the Tranche 1 Banks shall without further act succeed, ratably in accordance with their Tranche 1 Percentages, to the rights of the Administrative Agent with respect to such amount. In the event that funds in the Tranche 1 Credit-Linked Deposit Account are insufficient to reimburse any Issuing Bank for any drawing (a "shortfall") the Company will be deemed to have timely concurrently with any such drawing, given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base for Prime Rate Loans on in the Business Day following the date on which such drawing is honored in an amount equal to such shortfall. Subject to satisfaction or waiver of the Dollar Equivalent amount conditions specified in Article V and the other terms of such drawingand conditions to Borrowing contained herein, and (ii) the Tranche 2 Banks shallshall be obligated, on the date of such drawingdrawing is honored, to make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the applicable Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, drawing or payment. If for any reason, proceeds of Revolving such Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, the Company shall be obligated to and shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Bank, on the Business Day (which shall be a business day under the laws of the jurisdiction of such the Issuing Bank) immediately following the date of such drawing, in an amount in same day immediately available funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i)4.01 of this Agreement. If any drawing reimbursement that has been funded from the Tranche 1 Credit-Linked Deposits shall be reimbursed by the Company on a day other than on the last day of an Interest Period applicable to the Tranche 1 Credit-Linked Deposits, the Administrative Agent shall invest the amount so reimbursed in overnight or short-term cash equivalent investments until the end of the Interest Period at the time in effect and the Company shall pay to the Administrative Agent, upon the Administrative Agent's request therefor, the amount, if any, by which the interest accrued on a like amount of the Tranche 1 Credit-Linked Deposits at the Eurodollar Rate for the Interest Period in effect therefor shall exceed the interest earned through the investment of the amount so reimbursed for the period from the date of such reimbursement through the end of the applicable Interest Period, as determined by the Administrative Agent (such determination to be conclusive absent manifest error) and set forth in the request for payment delivered to the Company. In the event the Company shall fail to pay any amount due under this paragraph, the interest payable by the Administrative Agent to the Tranche 1 Banks on their Tranche 1 Credit-Linked Deposits under Section 3.10 shall be correspondingly reduced and the Tranche 1 Banks shall without further act succeed, ratably in accordance with their Tranche 1 Percentage Interest, to the rights of the Administrative Agent with respect to such amount.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided PROVIDED that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 4.02, the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided FURTHER PROVIDED that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, the Borrower shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Bank, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i1.10(f)(1)(i).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit (other than the PEDFA Letter of Credit) by the beneficiary thereof, the Issuing Bank shall notify Agent, which shall notify Borrower of such draw, not later than 12:00 Noon, Chicago time, on the Applicable Borrower and the Administrative Agent on or before Business Day immediately prior to the date on which such the Issuing Bank intends to honor such drawing, . Borrower shall give notice to be received by Agent and the Applicable Borrower shall reimburse such Issuing Bank not later than 2:00 P.M., Chicago time, on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable Borrower if it intends to reimburse such the Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans. Such notice from Borrower shall be irrevocable and, if given, Borrower shall reimburse the Applicable Issuing Bank not later than the close of business Chicago time on the day on which such drawing is honored in an amount in immediately available funds equal to the amount of such drawing. If Agent shall not have timely received such notice and in the case of all payments under the Participation Agreement (i) Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base a Floating Rate Loans Advance on the Business Day following the date on which such drawing is honored or payment made in an amount equal to the Dollar Equivalent amount of such drawingdrawing or payment, as the case may be, and (ii) subject to satisfaction or waiver of the Banks conditions specified in Section 2 hereof and the other terms and conditions of Advances contained herein, Lenders shall, on the date of such drawingdrawing or payment, as the case may be, make Revolving Loans that are Base Rate Loans in the amount of such drawingdrawing or payment, as the case may be, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that ifdrawing or payment, as the case may be. If for any reason, proceeds of such Revolving Loans are not received by such the Issuing Bank on such date in an amount equal to the amount of such drawingdrawing or payment, such Issuing Bank Borrower shall be entitled obligated to reimbursement in accordance with Section 1.04and shall reimburse the Issuing Bank, on the Business Day (which shall be a business day (under the laws of the jurisdiction of such the Issuing Bank) immediately following the date of such drawingdrawing or payment, in an amount in same day immediately available funds equal to the excess of the amount of such drawing or payment over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i)Subsection 2.20(A) hereof for Floating Rate Advances on the Revolving Loans.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall immediately notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawingAgent, and the Applicable Borrower shall reimburse such the Issuing Bank on the day on which such drawing is honored in an amount in same day immediately available funds equal to the amount of and in the same currency as such drawing; provided thatthat (1) if sufficient funds are then in the Letter of Credit Cash Collateral Account to reimburse it in full for the amount of such drawing, anything contained in this Agreement the Issuing Bank shall immediately request the Agent and the Agent shall withdraw such amount necessary to reimburse it from the contrary notwithstandingLetter of Credit Cash Collateral Account, (i2) if the funds then in the Letter of Credit Cash Collateral Account are insufficient to reimburse the Issuing Bank in full for the amount of such drawing, the Agent shall withdraw all of the funds in the Letter of Credit Cash Collateral Account which shall be applied directly by the Agent to reimburse the Issuing Bank for such drawing and the unreimbursed balance of such drawing shall be reimbursed in accordance with clause (3) below, and (3) if there are no funds then in the Letter of Credit Cash Collateral Account, or if such funds are insufficient to reimburse the Issuing Bank in full for the amount of such drawing, then (a) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) 11:00 A.M. on the Business Day of the date of such drawing that the Applicable Borrower intends intend to reimburse such the Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving LoansAdvances, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing notice to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that are an Advance which shall earn interest at the Adjusted Base Rate Loans in accordance with Section 2.2 on the Business Day following the date day on which such drawing is honored (the "Reimbursement Date") in an aggregate amount equal to the Dollar Equivalent amount of such drawingdrawing less the amount, if any, withdrawn from the Letter of Credit Cash Collateral Account pursuant to clause (2) above, and (iib) subject to satisfaction or waiver of the Banks conditions specified in Section 4.2, the Lenders shall, on the date of such drawingReimbursement Date, make Revolving Loans that are an Advance, which shall earn interest at the Adjusted Base Rate Loans Rate, in an aggregate amount equal to the amount of such drawingdrawing less the amount, if any, withdrawn from the Letter of Credit Cash Collateral Account pursuant to clause (2) above, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the applicable Issuing Bank Lender shall promptly notify the Applicable Borrower and the Administrative Agent on or before the date on which for whose account such Issuing Bank intends to honor such drawingLetter of Credit was issued, and the Applicable such Borrower shall reimburse such the applicable Issuing Bank Lender on the day date on which such drawing is honored in the same currency as the drawing in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable such Borrower shall have notified the Applicable Administrative Agent and such Issuing Bank prior to Noon 11:00 A.M. (New York Toronto or Sydney time, as applicable,) on the Business Day of immediately prior to the date of such drawing that the Applicable such Borrower intends to reimburse such the applicable Issuing Bank Lender for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable such Borrower shall be deemed to have timely (1) in the case of Canadian Borrower, given a Notice of Borrowing to the Canadian Administrative Agent and Administrative Agent requesting the Banks having Revolving Loan Commitments Canadian Lenders to make Revolving Canadian Loans that are (which shall be U.S. Base Rate (Canada) Loans or Canadian Base Rate Loans denominated in the same currency as the drawing) to the extent of the unused Canadian Allocation on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing or, (2) in the case of Australian Borrower, given a Notice of Borrowing to Australian Administrative Agent and Administrative Agent requesting Australian Lenders to make Australian Loans (which shall be Bank Bill Swap Rate Loans or Eurodollar Rate Loans (with a one mxxxx interest period) to the extent of the unused Australian Allocation on the date on which such drawing is honored in an amount equal to the amount of such drawing and (3) in the case of U.S. Borrower, given a Notice of Borrowing to Administrative Agent requesting U.S. Lenders to make U.S. Loans (which shall be U.S. Base Rate Loans) to the extent of the unused U.S. Allocation on the date on which such drawing is honored in an amount equal to the amount of such drawing, and (ii) subject to satisfaction or waiver of the Banks conditions specified in subsection 3.2, such Lenders shall, on the date of such drawing, make Revolving Loans that are Base Rate such Loans in the aggregate amount of such drawing, the proceeds of which shall be applied directly by the Applicable Administrative Agent to reimburse such the applicable Issuing Bank Lender for the Dollar Equivalent amount of such drawing; and provided further provided that ifthat, if Loans are required to be made and for any reason, reason proceeds of Revolving Loans are not received by such the applicable Issuing Bank Lender on such date in an amount equal to the amount of such drawing, such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i).such

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such reim- bursx xxxh Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 4.02, the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, the Borrower shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Bank, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i).

Payment of Amounts Drawn Under Letters of Credit. In the event of determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall be responsible only to determine that the documentation required to be delivered under such Letter of Credit has been delivered and that it complies on its face with the requirements of such Letter of Credit. In the event the Issuing Lender has determined to honor such a request for drawing, such Issuing Lender shall notify the Applicable Borrower Company and the Administrative Agent on or before the date on which such Issuing Bank Lender intends to honor such drawing, and the Applicable Borrower Company shall reimburse such Issuing Bank Lender on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, notwithstanding (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the close of business of the Business Day of immediately preceding the date of such drawing (a) Company shall have notified Agent and Issuing Lender that the Applicable Borrower it intends to reimburse such Issuing Bank Lender for the amount of such drawing with funds other than the proceeds of Revolving LoansLoans or (b) Company shall have delivered a Notice of Borrowing requesting Revolving Loans in an amount equal to the amount of such drawing, the Applicable Borrower Company shall be deemed to have timely given delivered a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that which are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing to be used to reimburse such drawing, and (ii) the Banks Lenders shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawingdrawing to be made in accordance with subsection 2.1.A and 2.7.B, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank Lender for the Dollar Equivalent amount of such drawing; and provided further provided that ifthat, if for any reason, reason proceeds of Revolving Loans are not received by such Issuing Bank Lender on such date in an amount equal to the amount of such drawing, Company shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Lender, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(isubsection 2.5.B.(ii).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank Lender on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided thatthat (a) if sufficient funds are then in the Letter of Credit Cash Collateral Account to reimburse Lender in full for the amount of such drawing, anything contained in this Agreement Lender shall reimburse itself by debiting such amount necessary to reimburse Lender from the contrary notwithstandingLetter of Credit Cash Collateral Account, (ib) if the funds then in the Letter of Credit Cash Collateral Account are insufficient to reimburse Lender in full for the amount of such drawing, Lender shall debit the Letter of Credit Cash Collateral Account in the amount thereof and the unreimbursed balance of such drawing shall be reimbursed in accordance with clause (c) below, and (c) if there are no funds (or insufficient funds) then in the Letter of Credit Cash Collateral Account then unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank Lender prior to Noon (New York time) 11:00 A.M. on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank Lender for the amount of such drawing with funds other than the proceeds of a Revolving LoansCredit Loan, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing notice to the Administrative Agent Lender requesting the Banks having Revolving Loan Commitments it to make a Revolving Loans that are Base Rate Loans Credit Loan in accordance with Section 3.1 on the Business Day following the date day on which such drawing is honored (the "Reimbursement Date") in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an aggregate amount equal to the amount of such drawing, such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04, on drawing less the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loansamount, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i)remitted to Lender pursuant to clause (b) above.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Agent shall immediately notify the Applicable applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawingBanks, and the Applicable such Borrower shall pay to the Agent for account of the Issuing Banks, an amount equal to the amount necessary to reimburse such the Issuing Bank Banks on the day on which such drawing is honored in an amount in same day funds equal to the amount which the Issuing Banks paid as a result of and in the same currency as such drawing; provided that, anything contained . If the amount in this Agreement such Borrower's account with such Agent is insufficient to reimburse the contrary notwithstanding, (i) unless the Applicable Issuing Banks or such Borrower shall have notified fail to reimburse the Administrative Agent and such Issuing Bank prior to Noon (New York time) Banks on the Business Day of the date of such any drawing that the Applicable Borrower intends under a Letter of Credit in an amount equal to reimburse such Issuing Bank for the amount of such drawing with funds other than paid by the proceeds of Revolving LoansIssuing Banks, the Applicable (i) such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans Committed Advances that are Base Rate Loans Advances on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) subject to satisfaction or waiver of the Banks conditions specified in Article III, the Lenders shall, on the date Business Day of such drawing, make Revolving Loans Committed Advances that are Base Rate Loans Advances in the amount of such drawingdrawing together with accrued interest thereon at the rate for Base Rate Advances from the date of drawing to the date of such Advances, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank Banks for the Dollar Equivalent amount of such drawingdrawing together with such accrued interest thereon; and further provided that ifprovided, that, if for any reason, reason (other than the wrongful failure of the Lenders to make Advances) proceeds of Revolving Loans Advances are not received by such any Issuing Bank on such date in an amount equal to the amount of such drawing, such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i).amount

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall notify the Applicable Borrower Company and the Administrative Agent on or before the date which is two Business Days prior to the date on which such Issuing Lender intends to honor such drawing (unless such Letter of Credit by its terms requires the Issuing Lender to honor a drawing on or prior to the second Business Day following such drawing, in which case the Issuing Lender shall notify Company and Administrative Agent as soon as reasonably practicable but in any event on or before the date on which such Issuing Bank Lender intends to honor such drawing), and the Applicable Borrower Company shall reimburse such Issuing Bank Lender on the day date on which such drawing is honored honored, in each case in an amount in Dollars and in same day funds equal to the amount of and such drawing (which amount, in the same case of a drawing under a Letter of Credit which is denominated in a currency as such drawingother than Dollars, shall be calculated by reference to the applicable Exchange Rate); provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower Company shall have notified the Administrative Agent and such Issuing Bank Lender prior to Noon 11:00 a.m. (New York time) on the Business Day of immediately prior to the date of such drawing that the Applicable Borrower Company intends to reimburse such Issuing Bank Lender for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower Company shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that which are Base Rate Loans Loans, on the Business Day following the date on which such drawing is honored honored, in an amount in Dollars equal to the Dollar Equivalent amount of such drawinghonored drawing (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate), and (ii) subject to satisfaction or waiver of the Banks conditions specified in subsection 3.2B, Lenders shall, on the date of such drawingrequested borrowing, make Revolving Loans that which are Base Rate Loans in the amount of such drawingdrawing as aforesaid, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank Lender for the Dollar Equivalent amount of such drawing; and further provided that ifthat, if for any reason, reason proceeds of Revolving Loans are not received by such Issuing Bank Lender on such date in an amount equal to the amount of such drawing, Company shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Lender, on the Business Day (which shall be a business day (under the laws of the jurisdiction of such Issuing BankLender) immediately following the date on which reimbursement of such drawingdrawing is required as provided above, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(isubsection 2.8F(4).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall notify the Applicable Borrower at whose request the Letter of Credit was issued and the Administrative Agent on or before the date which is two Business Days prior to the date on which such Issuing Lender intends to honor such drawing (unless such Letter of Credit by its terms requires the Issuing Lender to honor a drawing on or prior to the second Business Day following such drawing, in which case the Issuing Lender shall notify the Borrower at whose request the Letter of Credit was issued and Administrative Agent as soon as reasonably practicable but in any event on or before the date on which such Issuing Bank Lender intends to honor such drawing), and the Applicable Borrower at whose request the Letter of Credit was issued shall reimburse such Issuing Bank Lender on the day date on which such drawing is honored honored, in each case in an amount in same day funds either the currency in which such Letter of Credit is denominated or in Dollars and in Same Day Funds equal to the amount of and such drawing (which amount, in the same case of a reimbursement in Dollars of a drawing under a Letter of Credit which is denominated in a currency as such drawingother than Dollars, shall be calculated by reference to the applicable Exchange Rate); provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower at whose request the Letter of Credit was issued shall have notified the Administrative Agent and such Issuing Bank Lender prior to Noon 11:00 a.m. (New York time) on the Business Day of immediately prior to the date of such drawing that the Applicable Borrower at whose request the Letter of Credit was issued intends to reimburse such Issuing Bank Lender for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower at whose request the Letter of Credit was issued shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that (or Offshore Revolving Loans, as applicable) to such Borrower which are Base Rate Loans Loans, on the Business Day following the date on which such drawing is honored honored, in an amount in Dollars equal to the Dollar Equivalent amount of such drawinghonored drawing (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate on the date such drawing is honored), and (ii) subject to satisfaction or waiver of the Banks conditions specified in subsection 3.2B, Lenders shall, on the date of such drawingrequested borrowing, make Revolving Loans that (or Offshore Revolving Loans, as applicable) to such Borrower which are Base Rate Loans in the amount of such drawingdrawing as aforesaid, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank Lender for the Dollar Equivalent amount of such drawing; , and further provided that if, if for any reason, reason proceeds of Revolving Loans (or Offshore Revolving Loans, as applicable) are not received by such Issuing Bank Lender on such date in an amount equal to the amount of such drawing, Borrowers shall reimburse such Issuing Bank shall be entitled to reimbursement Lender in accordance with Section 1.04Dollars, on the Business Day (which shall be a business day (under the laws of the jurisdiction of such Issuing BankLender) immediately following the date on which reimbursement of such drawingdrawing is required as provided above, in an amount in same day funds Same Day Funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(isubsection 2.8F(2).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall immediately notify the Applicable Borrower Borrowers, Agent and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawingLenders, and the Applicable Borrower Borrowers shall reimburse such Issuing Bank on the day on which such drawing is honored by paying to Issuing Bank immediately available funds in an amount in same day funds equal to the amount of and such drawing as provided below; provided that (1) if sufficient funds are then in the same currency as Letter of Credit Cash Collateral Account to reimburse Issuing Bank in full for the amount of such drawing; provided that, anything contained in this Agreement Agent shall immediately withdraw such amount necessary to reimburse Issuing Bank from the contrary notwithstandingLetter of Credit Cash Collateral Account, (i2) if the funds then in the Letter of Credit Cash Collateral Account are insufficient to reimburse Issuing Bank in full for the amount of such drawing, Agent shall withdraw all of the funds in the Letter of Credit Cash Collateral Account to reimburse Issuing Bank and the unreimbursed balance of such drawing shall be reimbursed in accordance with clause (3) below, and (3) if there are no funds or insufficient funds then in the Letter of Credit Cash Collateral Account then (a) unless the Applicable Borrower Borrowers shall have notified the Administrative Agent and such Issuing Bank prior to Noon (11:00 a.m., New York Jersey time) , on the Business Day of the date of such drawing that the Applicable Borrower intends Borrowers intend to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of the Revolving LoansCredit Advances, the Applicable Borrower Borrowers shall be deemed to have timely given a Notice of Borrowing notice to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make a Revolving Loans that are Credit Advance which shall bear interest at the Adjusted Base Rate Loans on the Business Day following the date day on which such drawing is honored (the "Reimbursement Date") in an aggregate amount equal to the Dollar Equivalent amount of such drawingdrawing less the amount, if any, withdrawn from the Letter of Credit Cash Collateral Account pursuant to clause (2) above, and (iib) the Banks Lenders shall, on the date of such drawingReimbursement Date (whether or not the conditions set forth in Section 4.2 hereof are satisfied) make a Revolving Credit Advance, make Revolving Loans that are which shall bear interest at the Adjusted Base Rate Loans Rate, in an aggregate amount equal to the amount of such drawingdrawing less the amount, if any, withdrawn from the Letter of Credit Cash Collateral Account pursuant to clause (2) above, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided provided, further, that if, if for any reason, reason the proceeds of such Revolving Loans Credit Advance are not received by such Issuing Bank on such date the Reimbursement Date in an aggregate amount equal to the amount of such drawing, such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04, notify Borrowers and Borrowers shall reimburse Issuing Bank on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawingReimbursement Date, in same day funds, in an amount in same day funds equal to the excess of the amount of such drawing over the aggregate amount of such Revolving LoansCredit Advance, if any, that which are so received, received plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i)2.23(D) hereof less the amount, if any, withdrawn by Agent and paid to Issuing Bank pursuant to clause (2) above.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall immediately notify the Applicable Borrower Company and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower Company shall reimburse such the Issuing Bank Lender on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary -------- notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon 11:00 A.M. (New York time) on the Business Day of the date of such drawing (a) Company shall have notified the Issuing Lender and Administrative Agent that the Applicable Borrower Company intends to reimburse such the Issuing Bank Lender for the amount of such drawing with funds other than the proceeds of Revolving LoansLoans or (b) Company shall have delivered a Notice of Borrowing 42 requesting Loans which are Base Rate Loans in an amount equal to the amount of such drawing, the Applicable Borrower then Company shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that which are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks if so requested by Administrative Agent, Lenders shall, on the date of such drawing, make Revolving Loans that which are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank Lender for the Dollar Equivalent amount of such drawing; and provided further provided that ifthat, if for any reason, reason proceeds of Revolving such Loans are -------- ------- not received by such the Issuing Bank Lender on such date in an amount equal to the amount of such drawing, such Company shall reimburse the Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Lender, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(isubsection 2.9E(iii).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall immediately notify the Applicable Borrower Borrowers and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawingBanks, and the Applicable Borrower Borrowers shall reimburse such the Issuing Bank on the day on which such drawing is honored in an amount in same day immediately available funds equal to the amount of and in the same currency as such drawing; provided thatthat (1) if sufficient funds are then in the Letter of Credit Cash Collateral Account to reimburse it in full for the amount of such drawing, anything contained in this Agreement the Issuing Bank shall immediately withdraw such amount necessary to reimburse it from the contrary notwithstandingLetter of Credit Cash Collateral Account, (i2) if the funds then in the Letter of Credit Cash Collateral Account are insufficient to reimburse the Issuing Bank in full for the amount of such drawing, the Issuing Bank shall withdraw all of the funds in the Letter of Credit Cash Collateral Account and the unreimbursed balance of such drawing shall be reimbursed in accordance with clause (3) below, and (3) if there are no funds then in the Letter of Credit Cash Collateral Account then (a) unless the Applicable Borrower Borrowers shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) 11:00 A.M. on the Business Day of the date of such drawing that the Applicable Borrower intends Borrowers intend to reimburse such the Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving LoansAdvances, the Applicable Borrower Borrowers shall be deemed to have timely given a Notice of Borrowing notice to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are an Advance which shall earn interest at the Adjusted Base Rate Loans (as such rate may change from time to time) in accordance with Section 2.4 on the Business Day following the date day on which such drawing is honored (the "Reimbursement Date") in an aggregate amount equal to the Dollar Equivalent amount of such drawingdrawing less the amount, if any, withdrawn from the Letter of Credit Cash Collateral Account pursuant to clause (2) above, and (iib) subject to satisfaction or waiver of the conditions specified in Section 3.2, the Banks shall, on the date of such drawingReimbursement Date, make Revolving Loans that are an Advance, which shall earn interest at the Adjusted Base Rate Loans Rate, in an aggregate amount equal to the amount of such drawingdrawing less the amount, if any, withdrawn from the Letter of Credit Cash Collateral Account pursuant to clause (2) above, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided further, that if, if for any reason, reason the proceeds of Revolving Loans such Advance are not received by such the Issuing Bank on such date the Reimbursement Date in an aggregate amount equal to the amount of such drawing, such the Borrowers shall reimburse the Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawingReimbursement Date, in same day funds, in an amount in same day funds equal to the excess of the amount of such drawing over the aggregate amount of such Revolving LoansAdvance, if any, that which are so received, received plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i)2.19(G)(1) less the amount, if any, withdrawn by the Issuing Bank pursuant to clause (2) above.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereofCredit, the Issuing Bank Lender shall notify the Applicable Borrower at whose request the Letter of Credit was issued and the Administrative Agent on or before the date which is two Business Days prior to the date on which such Issuing Lender intends to honor such drawing (unless such Letter of Credit by its terms requires the Issuing Lender to honor a drawing on or prior to the second Business Day following such drawing, in which case the Issuing Lender shall notify the Borrower at whose request the Letter of Credit was issued and Administrative Agent as soon as reasonably practicable but in any event on or before the date on which such Issuing Bank Lender intends to honor such drawing), and the Applicable Borrower at whose request the Letter of Credit was issued shall reimburse such Issuing Bank Lender on the day date on which such drawing is honored honored, in each case in an amount in same day funds either the currency in which such Letter of Credit is denominated or in Dollars and in Same Day Funds equal to the amount of and such drawing (which amount, in the same case of a reimbursement in Dollars of a drawing under a Letter of Credit which is denominated in a currency as such drawingother than Dollars, shall be calculated by reference to the applicable Spot Rate); provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower at whose request the Letter of Credit was issued shall have notified the Administrative Agent and such Issuing Bank Lender prior to Noon 11:00 a.m. (New York time) on the Business Day of immediately prior to the date of such drawing that the Applicable Borrower at whose request the Letter of Credit was issued intends to reimburse such Issuing Bank Lender for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower at whose request the Letter of Credit was issued shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that (or Offshore Revolving Loans, as applicable) to such 106 Borrower which are Base Rate Loans (or, in the case of any such Loans denominated in Euro or ADollars, Eurocurrency Rate Loans with an Interest Period of one month), on the Business Day following the date on which such drawing is honored honored, in an amount in the currency in which the Letter of Credit is denominated (if denominated in ADollars, Euro or Dollars), and otherwise in Dollars, equal to the Dollar Equivalent amount of such drawinghonored drawing (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than ADollars, Euro or Dollars, shall be calculated by reference to the applicable Spot Rate for Dollars on the date such drawing is honored), and (ii) subject to satisfaction or waiver of the Banks conditions specified in subsection 3.2B, Lenders shall, on the date of such drawingrequested borrowing, make Revolving Loans that (or Offshore Revolving Loans, as applicable) to such Borrower which are Base Rate Loans (or, in the case of any such Loans denominated in Euro or ADollars, Eurocurrency Rate Loans with an Interest Period of one month), in the amount of such drawingdrawing as aforesaid, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank Lender for the Dollar Equivalent amount of such drawing; , and further provided that if, if for any reason, reason proceeds of Revolving Loans (or Offshore Revolving Loans, as applicable) are not received by such Issuing Bank Lender on such date in an amount equal to the amount of such drawing, Borrowers shall reimburse such Issuing Bank shall be entitled to reimbursement Lender in accordance with Section 1.04an amount in the currency in which the Letter of Credit is denominated (if denominated in ADollars, Euro or Dollars), and otherwise in Dollars, on the Business Day (which shall be a business day (under the laws of the jurisdiction of such Issuing BankLender) immediately following the date on which reimbursement of such drawingdrawing is required as provided above, in an amount in same day funds Same Day Funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(isubsection 2.8F(2).

Payment of Amounts Drawn Under Letters of Credit. In the event of any Upon each request for drawing a draw under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall immediately notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawingAgent, and the Applicable Borrower shall reimburse such reimburse, or cause the reimbursement of, the Issuing Bank on the day on which such drawing is honored demand in an amount in same day funds equal to the amount of and in the same currency as such drawingdraw; provided thatprovided, anything contained in this Agreement to the contrary notwithstandinghowever, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such the Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing time that the Applicable Borrower intends to reimburse such the Issuing Bank for all or a portion of the amount of such drawing draw with funds other than the proceeds of Revolving Credit Loans, the Applicable Borrower shall conclusively be deemed to have timely given a Notice of Borrowing request for a Disbursement under Subsection 2.2c hereof to the Administrative Agent requesting the Revolving Credit Banks having Revolving Loan Commitments to make Revolving Credit Loans that are at the Base Rate Loans Option on the first Business Day immediately following the date on which such drawing draw is honored in an aggregate amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so receivedtheretofore received by the Issuing Bank in reimbursement thereof (the "Unreimbursed Amount"), plus accrued interest on such amount at the rate set forth in Subsection 2.3e(iii) hereof. If the Borrower shall be deemed to have given a request for a Disbursement under Subsection 2.2c hereof to the Agent pursuant to this Subsection 2.3c, then, (notwithstanding the satisfaction or waiver of the conditions specified in Section 1.13(f)(1)(i7.1 hereof), the Revolving Credit Banks shall, on the first Business Day immediately following the date of such draw, make Revolving Credit Loans at the Base Rate Option in the aggregate amount of the Unreimbursed Amount plus accrued interest on such amount at the rate set forth in Subsection 2.3e(iii) hereof. The proceeds of any such Revolving Credit Loans shall be applied directly by the Agent, upon receipt thereof from the Banks, to reimburse the Issuing Bank for the Unreimbursed Amount plus accrued interest on such amount. The foregoing shall not limit or impair the obligation of the Borrower to reimburse the Issuing Bank on demand.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereofCredit, the Issuing Bank Lender shall notify the Applicable Borrower at whose request the Letter of Credit was issued and the Administrative Agent on or before the date which is two Business Days prior to the date on which such Issuing Lender intends to honor such drawing (unless such Letter of Credit by its terms requires the Issuing Lender to honor a drawing on or prior to the second Business Day following such drawing, in which case the Issuing Lender shall notify the Borrower at whose request the Letter of Credit was issued and Administrative Agent as soon as reasonably practicable but in any event on or before the date on which such Issuing Bank Lender intends to honor such drawing), and the Applicable Borrower at whose request the Letter of Credit was issued shall reimburse such Issuing Bank Lender on the day date on which such drawing is honored honored, in each case in an amount in same day funds either the currency in which such Letter of Credit is denominated or in Dollars and in Same Day Funds equal to the amount of and such drawing (which amount, in the same case of a reimbursement in Dollars of a drawing under a Letter of Credit which is denominated in a currency as such drawingother than Dollars, shall be calculated by reference to the applicable Spot Rate); provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower at whose request the Letter of Credit was issued shall have notified the Administrative Agent and such Issuing Bank Lender prior to Noon 11:00 a.m. (New York time) on the Business Day of immediately prior to the date of such drawing that the Applicable Borrower at whose request the Letter of Credit was issued intends to reimburse such Issuing Bank Lender for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower at whose request the Letter of Credit was issued shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make (i) US Revolving Loans that with respect to any Letters of Credit issued under the US Revolving Facility and (ii) Multicurrency Revolving Loans (or Offshore Revolving Loans, as applicable) with respect to any Letters of Credit issued under the Multicurrency Revolving Facility, in each case, to such Borrower which are Base Rate Loans (or, in the case of any such Loans denominated in Euro or ADollars, Eurocurrency Rate Loans with an Interest Period of one month), on the Business Day following the date on which such drawing is honored honored, in an amount in the currency in which the Letter of Credit is denominated (if denominated in ADollars, Euro or Dollars), and otherwise in Dollars, equal to the Dollar Equivalent amount of such drawinghonored drawing (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than ADollars, Euro or Dollars, shall be calculated by reference to the applicable Spot Rate for Dollars on the date such drawing is honored), and (ii) subject to satisfaction or waiver of the Banks conditions specified in subsection 3.2B, Lenders shall, on the date of such drawingrequested borrowing, make (i) US Revolving Loans that with respect to any Letters of Credit issued under the US Revolving Facility and (ii) 115 Multicurrency Revolving Loans (or Offshore Revolving Loans, as applicable) with respect to any Letters of Credit issued under the Multicurrency Revolving Facility, in each case, to such Borrower which are Base Rate Loans (or, in the case of any such Loans denominated in Euro or ADollars, Eurocurrency Rate Loans with an Interest Period of one month), in the amount of such drawingdrawing as aforesaid, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank Lender for the Dollar Equivalent amount of such drawing; , and further provided that if, if for any reason, reason proceeds of US Revolving Loans or Multicurrency Revolving Loans (or Offshore Revolving Loans, as applicable), as the case may be, are not received by such Issuing Bank Lender on such date in an amount equal to the amount of such drawing, Borrowers shall reimburse such Issuing Bank shall be entitled to reimbursement Lender in accordance with Section 1.04an amount in the currency in which the Letter of Credit is denominated (if denominated in ADollars, Euro or Dollars), and otherwise in Dollars, on the Business Day (which shall be a business day (under the laws of the jurisdiction of such Issuing BankLender) immediately following the date on which reimbursement of such drawingdrawing is required as provided above, in an amount in same day funds Same Day Funds equal to the excess of the amount of such drawing over the amount of such respective US Revolving Loans or Multicurrency Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i)subsection 0.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall notify the Applicable Borrower at whose request the Letter of Credit was issued and the Administrative Agent on or before the date which is two Business Days prior to the date on which such Issuing Lender intends to honor such drawing (unless such Letter of Credit by its terms requires the Issuing Lender to honor a drawing on or prior to the second Business Day following such drawing, in which case the Issuing Lender shall notify the Borrower at whose request the Letter of Credit was issued and Administrative Agent as soon as reasonably practicable but in any event on or before the date on which such Issuing Bank Lender intends to honor such drawing), and the Applicable Borrower at whose request the Letter of Credit was issued shall reimburse such Issuing Bank Lender on the day date on which such drawing is honored honored, in each case in an amount in same day funds either the currency in which such Letter of Credit is denominated or in Dollars and in Same Day Funds equal to the amount of and such drawing (which amount, in the same case of a reimbursement in Dollars of a drawing under a Letter of Credit which is denominated in a currency as such drawingother than Dollars, shall be calculated by reference to the applicable Exchange Rate); provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower at whose request the Letter of Credit was issued shall have notified the Administrative Agent and such Issuing Bank Lender prior to Noon 11:00 a.m. (New York time) on the Business Day of immediately prior to the date of such drawing that the Applicable Borrower at whose request the Letter of Credit was issued intends to reimburse such Issuing Bank Lender for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower at whose request the Letter of Credit was issued shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that (or Offshore Revolving Loans, as applicable) to such Borrower which are Base Rate Loans Loans, on the Business Day following the date on which such drawing is honored honored, in an amount in Dollars equal to the Dollar Equivalent amount of such drawinghonored drawing (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate on the date such drawing is honored), and (ii) subject to satisfaction or waiver of the Banks conditions specified in subsection 3.4B, Lenders shall, on the date of such drawingrequested borrowing, make Revolving Loans that (or Offshore Revolving Loans, as applicable) to such Borrower which are Base Rate Loans in the amount of such drawingdrawing as aforesaid, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank Lender for the Dollar Equivalent amount of such drawing; , and further provided that if, if for any reason, reason proceeds of Revolving Loans (or Offshore Revolving Loans, as applicable) are not received by such Issuing Bank Lender on such date in an amount equal to the amount of such drawing, Borrowers shall reimburse such Issuing Bank shall be entitled to reimbursement Lender in accordance with Section 1.04Dollars, on the Business Day (which shall be a business day (under the laws of the jurisdiction of such Issuing BankLender) immediately following the date on which reimbursement of such drawingdrawing is required as provided above, in an amount in same day funds Same Day Funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(isubsection 2.8F(2).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have DRAFT: March 21, 1997 H:\WPCDOCS\1186\141151 notified the Administrative Agent and such Issuing Bank prior to Noon 10:00 A.M. (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 4.02, the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and provided further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, the Borrower shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Bank, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i1.13(F)(1)(i).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereofCredit, the Issuing Bank Lender shall promptly notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawingAgent, and the Applicable Borrower shall reimburse such the Issuing Bank Lender on the day date on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon 11:00 A.M. (New York Detroit time) on the Business Day of immediately prior to the date of such drawing that the Applicable Borrower intends to reimburse such the Issuing Bank Lender for the amount of such drawing with funds other than the proceeds of Revolving Loansan Advance, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that are Base Rate Loans Advances on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) subject to satisfaction or waiver of the Banks conditions specified in Section 3.02, the Lenders shall, on the date of such drawing, make Revolving Loans that are such Base Rate Loans Advances in the aggregate amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank Lender for the Dollar Equivalent amount of such drawing; and provided further provided that ifthat, if any Base Rate Advances are required to be made and for any reason, reason proceeds of Revolving Loans such Advances are not received by such the Issuing Bank Lender on such date in an amount equal to the amount of such drawing, such the Borrower shall reimburse the Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Lender, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds (and in the same currency as the unreimbursed drawing) equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that Advances which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i2.04(e).

Payment of Amounts Drawn Under Letters of Credit. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any kind, to reimburse Agent, on behalf of the Lenders, for any amounts paid by the Lenders with respect to each LC Guaranty including all amounts paid by the Lenders upon any draw with respect to a Letter of Credit, any guaranty or reimbursement obligation paid by the Lenders to any Person upon any draw upon a Letter of Credit and all fees, costs and expenses paid by the Lenders to any Issuing Bank. All such reimbursement obligations shall be due and payable on demand. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Borrower shall notify the Applicable Borrower and the Administrative give notice to be received by Agent on or before the date on which such Issuing Bank intends Business Day prior to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank on the day Business Day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable payable if Borrower intends to reimburse such the Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans. Such notice from Borrower shall be irrevocable and, if given, Borrower shall reimburse the Applicable Issuing Bank not later than the close of business Chicago time on the day on which such drawing is honored in an amount in immediately available funds equal to the amount of such drawing. If Agent shall not have timely received such notice (i) Borrower shall be deemed to have timely given a Notice requested the making of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, drawing and (ii) subject to satisfaction or waiver of the Banks conditions specified in Section 12 hereof and the other terms and conditions of Revolving Loans contained herein, Agent shall notify the Lenders thereof, and the Lenders shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of their Pro Rata Share of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, drawing or payment. If for any reason, proceeds of Revolving such Loans are not received by such Issuing Bank Agent on such date in an amount equal to the amount of such drawing, such Issuing Bank Borrower shall be entitled obligated to reimbursement in accordance with Section 1.04and shall reimburse Agent, on the Business Day (which shall be a business day (under the laws of the jurisdiction of such the Issuing Bank) immediately following the date of such drawing, in an amount in same day immediately available funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i)4.2 hereof. Each Lender acknowledges and agrees that its obligation to reimburse Agent pursuant to this Section 2.12.5 is absolute and unconditional and shall not be affected by any circumstance whatsoever including the occurrence or continuance of an Unmatured Event of Default or an Event of Default, and further acknowledges and agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Payment of Amounts Drawn Under Letters of Credit. In the event of any Upon each request for drawing a draw under any Letter of Credit by the beneficiary thereof, the relevant Issuing Bank shall immediately notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawingAgent, and the Applicable Borrower shall reimburse reimburse, or cause the reimbursement of, such Issuing Bank on the day on which such drawing is honored demand in an amount in same day funds equal to the amount of and in the same currency as such drawingdraw; provided thatprovided, anything contained in this Agreement to the contrary notwithstandinghowever, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing time that the Applicable Borrower intends to reimburse such Issuing Bank for all or a portion of the amount of such drawing draw with funds other than the proceeds of Revolving Credit Loans, the Applicable Borrower shall conclusively be deemed to have timely given a Notice of Borrowing request for a Disbursement under Subsection 2.1(c) hereof to the Administrative Agent requesting the Revolving Credit Banks having Revolving Loan Commitments to make Revolving Credit Loans that are at the Base Rate Loans Option on the first Business Day immediately following the date on which such drawing draw is honored in an aggregate amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of theretofore received by such Revolving Loans, if any, that are so receivedIssuing Bank in reimbursement thereof (the "Unreimbursed Amount"), plus accrued interest on such amount at the rate set forth in Subsection 2.3(e)(iii) hereof. If the Borrower shall be deemed to have given a request for a Disbursement under Subsection 2.1(c) hereof to the Agent pursuant to this Subsection 2.3(c), then, (notwithstanding the satisfaction or waiver of the conditions specified in Section 1.13(f)(1)(i7.1 hereof), the Revolving Credit Banks shall, on the first Business Day immediately following the date of such draw, make Revolving Credit Loans at the Base Rate Option in the aggregate amount of the Unreimbursed Amount plus accrued interest on such amount at the rate set forth in Subsection 2.3(e)(iii) hereof. The proceeds of any such Revolving Credit Loans shall be applied directly by the Agent, upon receipt thereof from the Banks, to reimburse the relevant Issuing Bank for the Unreimbursed Amount plus accrued interest on such amount. The foregoing shall not limit or impair the obligation of the Borrower to reimburse such Issuing Bank on demand.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for a drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall notify the Applicable Borrower Company and the Administrative Agent on reasonably promptly following the receipt of the drawing but in any event at or before 10:00 A.M. on the date on which such the Issuing Bank Lender intends to honor such the drawing, and the Applicable Borrower . The Company shall reimburse such the Issuing Bank Lender on the day on which such drawing is honored in an amount in same day immediately available funds equal to the amount of and in the same currency as such drawing; drawing amount. It being further provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower Company shall have notified the Administrative Agent and such the Issuing Bank Lender prior to Noon 11:00 A.M. (New York timeTime) on the Business Day of the drawing payment date of such drawing that the Applicable Borrower Company intends to reimburse such the Issuing Bank Lender for the amount of such drawing the payment with funds other than the proceeds of Revolving Loans, the Applicable Borrower Company shall be deemed to have timely given a timely Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that are Base Rate Loans on the Business Day following the drawing payment date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawingpayment amount, and (ii) subject to the Banks satisfaction or waiver of the conditions specified in Section 4.1, the Lenders shall, on the date drawing payment date, make Base Rate Revolving Loans equal to the payment amount. The proceeds of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank Lender for the Dollar Equivalent amount of such drawing; and further provided that if, the payment. If for any reason, proceeds of Revolving Loans are not received by such the Issuing Bank Lender, on such date in an amount equal to the amount of such drawingpayment amount, such the Company shall reimburse the Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Lender, on the Business Day (which shall be a business day under the laws of the jurisdiction of such the Issuing BankLender) immediately following the date of such drawingdrawing payment date, in an immediately available funds the amount in same day funds equal to which equals the excess of the payment amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i2.14(f)(1)(i).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall notify the Applicable Borrower Borrowers and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower Borrowers shall reimburse such Issuing the Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided thatPROVIDED that (1) if sufficient funds are then in the Letter of Credit Cash Collateral Account to reimburse the Bank in full for the amount of such drawing, anything contained in this Agreement the Bank shall reimburse itself by debiting such amount necessary to reimburse the contrary notwithstandingBank from the Letter of Credit Cash Collateral Account, (i2) if the funds then in the Letter of Credit Cash Collateral Account are insufficient to reimburse the Bank in full for the amount of such drawing, the Bank shall debit the Letter of Credit Cash Collateral Account in the amount thereof and the unreimbursed balance of such drawing shall be reimbursed in accordance with clause (3) below, and (3) if there are no funds then in the Letter of Credit Cash Collateral Account then unless the Applicable Borrower Borrowers shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) 11:00 A.M. on the Business Day of the date of such drawing that the Applicable Borrower intends Borrowers intend to reimburse such Issuing the Bank for the amount of such drawing with funds other than the proceeds of the Revolving LoansCredit Advances, the Applicable Borrower Borrowers shall be deemed to have timely given a Notice of Borrowing notice to the Administrative Agent Bank requesting the Banks having Revolving Loan Commitments it to make a Revolving Loans that are Base Credit Prime Rate Loans Advance in accordance with SECTIONS 2.1 AND 2.2 on the Business Day following the date day on which such drawing is honored (the "Reimbursement Date") in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an aggregate amount equal to the amount of such drawing, such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04, on drawing less the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loansamount, if any, that are so received, plus accrued interest on such amount at remitted to the rate set forth in Section 1.13(f)(1)(i)Bank pursuant to clause (2) above.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall immediately notify the Applicable Borrower Borrowers and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawingAgent, and the Applicable Borrower Borrowers shall reimburse such Issuing Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to . If the contrary notwithstanding, (i) unless the Applicable Borrower Borrowers shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends fail to reimburse such Issuing Bank for on the date of any drawing under a Letter of Credit issued by it in an amount equal to the amount of such drawing with funds other than drawing, (i) the proceeds of Revolving Loans, the Applicable Borrower Borrowers shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) subject to satisfaction or waiver of the Banks conditions specified in Sections 2.1A and 3.2, the Lenders shall, on the Business Day next following the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawingdrawing together with accrued interest thereon at the rate for Base Rate Loans from the date of drawing to the date of such Loans (and shall make such amounts available to the Administrative Agent), the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawingdrawing together with such accrued interest thereon; and further provided that ifprovided, that, if for any reason, reason proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawingdrawing together with accrued interest thereon, such Issuing Bank the Borrowers shall be entitled to reimbursement in accordance with Section 1.04, on the Business Day (which shall be a business day under the laws of the jurisdiction of reimburse such Issuing Bank) immediately following , within three Business Days of the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest thereon. Interest on all amounts not reimbursed to such amount Issuing Bank on the date of such drawing shall accrue at the rate rates set forth in the proviso to Section 1.13(f)(1)(i).2.7A.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall notify the Applicable Borrower at whose request the Letter of Credit was issued and the Administrative Agent on or before the date which is two Business Days prior to the date on which such Issuing Lender intends to honor such drawing (unless such Letter of Credit by its terms requires the Issuing Lender to honor a drawing on or prior to the second Business Day following such drawing, in which case the Issuing Lender shall notify the Borrower at whose request the Letter of Credit was issued and Administrative Agent as soon as reasonably practicable but in any event on or before the date on which such Issuing Bank Lender intends to honor such drawing), and the Applicable Borrower at whose request the Letter of Credit was issued shall reimburse such Issuing Bank Lender on the day date on which such drawing is honored honored, in each case in an amount in same day funds either the currency in which such Letter of Credit is denominated or in Dollars and in Same Day Funds equal to the amount of and such drawing (which amount, in the same case of a reimbursement in Dollars of a drawing under a Letter of Credit which is denominated in a currency as such drawingother than Dollars, shall be calculated by reference to the applicable Spot Rate); provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower at whose request the Letter of Credit was issued shall have notified the Administrative Agent and such Issuing Bank Lender prior to Noon 11:00 a.m. (New York time) on the Business Day of immediately prior to the date of such drawing that the Applicable Borrower at whose request the Letter of Credit was issued intends to reimburse such Issuing Bank Lender for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower at whose request the Letter of Credit was issued shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that (or Offshore Revolving Loans, as applicable) to such Borrower which are Base Rate Loans Loans, on the Business Day following the date on which such drawing is honored honored, in an amount in Dollars equal to the Dollar Equivalent amount of such drawinghonored drawing (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Spot Rate on the date such drawing is honored), and (ii) subject to satisfaction or waiver of the Banks conditions specified in subsection 3.2B, Lenders shall, on the date of such drawingrequested borrowing, make Revolving Loans that (or Offshore Revolving Loans, as applicable) to such Borrower which are Base Rate Loans in the amount of such drawingdrawing as aforesaid, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank Lender for the Dollar Equivalent amount of such drawing; , and further provided that if, if for any reason, reason proceeds of Revolving Loans (or Offshore Revolving Loans, as applicable) are not received by such Issuing Bank Lender on such date in an amount equal to the amount of such drawing, Borrowers shall reimburse such Issuing Bank shall be entitled to reimbursement Lender in accordance with Section 1.04Dollars, on the Business Day (which shall be a business day (under the laws of the jurisdiction of such Issuing BankLender) immediately following the date on which reimbursement of such drawingdrawing is required as provided above, in an amount in same day funds Same Day Funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(isubsection 2.8F(2).

Payment of Amounts Drawn Under Letters of Credit. (a) In the event of any request for drawing payment under any Letter of Credit by the beneficiary thereof, the Issuing L/C Bank shall promptly notify the Applicable Borrower and the Administrative Agent (which shall in turn promptly notify the Participating Banks), no later than 10:00 a.m. (New York City time) on or before the Business Day immediately preceding the date on which such Issuing L/C Bank intends to honor such drawing, drawing (which in no event shall be less than three Business Days after presentation); and the Applicable Borrower shall reimburse such Issuing L/C Bank on the day on which such drawing is honored in an amount in same day funds in an amount equal to the amount of and in the same currency as such drawing; provided PROVIDED that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing L/C Bank prior to Noon 12:00 p.m. (New York City time) on the Business Day of immediately prior to the date of on which such drawing is honored that the Applicable Borrower intends to reimburse such Issuing L/C Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, (i) the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make a Borrowing of Revolving Loans that which are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks subject to Section 2.2, each Participating Bank shall, by 12:00 p.m. (New York City time) on the date of the honoring of such drawing, make a Revolving Loans that are Loan which is a Base Rate Loans Loan in an amount equal to such Participating Bank's Pro Rata Share of the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing L/C Bank for the Dollar Equivalent amount of such drawingdrawing (PROVIDED that, solely for purposes of such Borrowing, the conditions precedent set forth in Section 3.2 shall not be applicable); and further provided that ifPROVIDED FURTHER that, if for any reason, proceeds of Revolving Loans are not received by such Issuing L/C Bank on such date in an amount equal to the amount of such drawing, the Borrower shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04L/C Bank, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day dollars and immediately available funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so receivedreceived by the Administrative Agent from the Participating Banks, plus accrued interest on such amount at the applicable rate set forth of interest for Base Rate Loans. If the Borrower notifies the Administrative Agent and such L/C Bank prior to 12:00 p.m. (New York City time) on the Business Day immediately prior to the date on which such drawing is honored that the Borrower intends to reimburse such L/C Bank for the amount of such 37 drawing with funds other than the proceeds of Revolving Loans, the Borrower shall reimburse such L/C Bank on the day on which such drawing is honored in an amount in immediately available funds equal to the amount of such drawing. Notwithstanding anything contained in this Agreement to the contrary, to the extent the Borrower does not reimburse an L/C Bank in accordance with the preceding provisions of this Section 1.13(f)(1)(i)2.24 or a Default or an Event of Default exists at the time of the honoring of a drawing under a Letter of Credit, amounts, if any, then held by the Collateral Agent in the L/C Cash Collateral Account may be applied by the Administrative Agent to reimburse the applicable L/C Bank for the honoring of such drawing, and the aggregate amount of Revolving Loans, if any, required to be made by the Participating Banks pursuant to this Section 2.24 shall be reduced by a corresponding amount. Any payments owed by the Borrower pursuant to this Section 2.24 which are made later than 10:00 a.m. (New York City time) shall be deemed to have been made on the next succeeding Business Day.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Agent shall immediately notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank Borrowers on the day on which such drawing is honored and the Borrowers shall reimburse the Agent on the next Business Day in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided thatthat (1) if sufficient funds are then in the Letter of Credit Cash Collateral Account to reimburse the Agent in full for the amount of such drawing, anything contained in this Agreement the Agent shall reimburse itself by debiting such amount necessary to reimburse the contrary notwithstandingAgent from the Letter of Credit Cash Collateral Account, (i2) if the funds then in the Letter of Credit Cash Collateral Account are insufficient to reimburse the Agent in full for the amount of such drawing, the Agent shall debit the Letter of Credit Cash Collateral Account in the amount thereof and the unreimbursed balance of such drawing shall be reimbursed in accordance with clause (3) below, and (3) if there are no funds then in the Letter of Credit Cash Collateral Account then unless the Applicable Borrower Borrowers shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) 11:00 A.M. on the next Business Day of after the date of such drawing that the Applicable Borrower intends Borrowers intend to reimburse such Issuing Bank the Agent for the amount of such drawing with funds other than the proceeds of Revolving the Loans, the Applicable Borrower Borrowers shall be deemed to have timely given a Notice of Borrowing notice to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans in accordance with Section 2.2 on the Business Day following the date day on which such drawing is honored (the "Reimbursement Date") in an aggregate amount equal to the Dollar Equivalent amount of such drawingdrawing less the amount, if any, remitted to the Agent pursuant to clause (2) above, and (ii) subject to satisfaction or waiver of the conditions specified in Section 3.2, the Banks shall, on the date of such drawingReimbursement Date, make Revolving Loans that are a Base Rate Loans Loan in an aggregate amount equal to the amount of such drawingdrawing less the amount, if any, withdrawn from the Letter of Credit Cash Collateral Account pursuant to clause (2) above, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank the Agent for the Dollar Equivalent amount of such drawing; and further provided provided, further, that if, if for any reason, reason the proceeds of Revolving Loans such Loan are not received by such Issuing Bank the Agent on such date the next Business Day after the Reimbursement Date in an aggregate amount equal to the amount of such drawing, such Issuing Bank the Borrowers shall be entitled to reimbursement in accordance with Section 1.04, reimburse the Agent on the Business Day (which shall be a business day under two days after the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawingReimbursement Date, in same day funds, in an amount in same day funds equal to the excess of the amount of such drawing over the aggregate amount of such Revolving LoansLoan, if any, that which are so received, received plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i)2.17(G)(1) less the amount, if any, withdrawn by the Agent pursuant to clause (2) above. The Borrowers shall reimburse any amounts drawn under any Letter of Credit by paying such amount to the Agent in accordance with this subsection (E) as if such Letter of Credit had been issued by the Agent.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall notify the Applicable such Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 4.02, 26 -20- the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, the Borrower shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Bank, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall notify the Applicable Borrower Company and the Administrative Agent on or before the date which is two Business Days prior to the date on which such Issuing Lender intends to honor such drawing (unless such Letter of Credit by its terms requires the Issuing Lender to honor a drawing on or prior to the second Business Day following such drawing, in which case the Issuing Lender shall notify Company and Administrative Agent as soon as reasonably practicable but in any event on or before the date on which such Issuing Bank Lender intends to honor such drawing), and the Applicable Borrower Company shall reimburse such Issuing Bank Lender on the day date on which such drawing is honored honored, in each case in an amount in same day funds Dollars and in Same Day Funds equal to the amount of and such drawing (which amount, in the same case of a drawing under a Letter of Credit which is denominated in a currency as such drawingother than Dollars, shall be calculated by reference to the applicable Exchange Rate); provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower Company shall have notified the Administrative Agent and such Issuing Bank Lender prior to Noon 11:00 a.m. (New York time) on the Business Day of immediately prior to the date of such drawing that the Applicable Borrower Company intends to reimburse such Issuing Bank Lender for the amount of such drawing draw- ing with funds other than the proceeds of Revolving Loans, the Applicable Borrower Company shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that which are Base Rate Loans Loans, on the Business Day following the date on which such drawing is honored honored, in an amount in Dollars equal to the Dollar Equivalent amount of such drawinghonored drawing (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate on the date such drawing is honored), and (ii) subject to satisfaction or waiver of the Banks conditions specified in subsection 3.2B, Lenders shall, on the date of such drawingrequested borrowing, make Revolving Loans that which are Base Rate Loans in the amount of such drawingdrawing as aforesaid, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank Lender for the Dollar Equivalent amount of such drawing; and further provided that ifthat, if for any reason, reason proceeds of Revolving Loans are not received by such Issuing Bank Lender on such date in an amount equal to the amount of such drawing, Company shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Lender, on the Business Day (which shall be a business day (under the laws of the jurisdiction of such Issuing BankLender) immediately following the date on which reimbursement of such drawingdrawing is required as provided above, in an amount in same day funds Same Day Funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(isubsection 2.8F(4).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the such Issuing Bank shall immediately notify the Applicable Borrower Administrative Agent, which shall notify the Borrowers and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawingRevolving Credit Banks, and with respect to Letters of Credit denominated in a Foreign Currency, each Foreign Currency Lending Office and the Applicable Borrower Borrowers shall reimburse such Issuing Bank on the day on which such drawing is honored honored: (1) by paying to such Issuing Bank immediately available funds in an amount in same day funds equal to such drawing or, (2) with respect to drawings in a Foreign Currency, by making payment in accordance with SECTION 2.24(b); provided that (A) if sufficient funds are then in the Letter of Credit Cash Collateral Account to reimburse it in full for the amount of and such drawing, the Administrative Agent shall immediately withdraw such amount necessary to reimburse such Issuing Bank from the Letter of Credit Cash Collateral Account, (B) if the funds then in the same currency as Letter of Credit Cash Collateral Account are insufficient to reimburse such Issuing Bank in full for the amount of such drawing; provided that, anything contained the Administrative Agent shall withdraw all of the funds in this Agreement the Letter of Credit Cash Collateral Account to reimburse such Issuing Bank and the contrary notwithstandingunreimbursed balance of such drawing shall be reimbursed in accordance with clause (C) below, and (C) if there are no funds or insufficient funds then in the Letter of Credit Cash Collateral Account then (i) unless the Applicable Borrower Borrowers shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York 11:00 a.m., Philadelphia time) , on the Business Day of the date of such drawing that the Applicable Borrower intends Borrowers intend to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loansan Advance, the Applicable Borrower Borrowers shall be deemed to have timely given a Notice of Borrowing notice to the Administrative Agent requesting the Revolving Credit Banks having Revolving Loan Commitments to make Revolving Loans that are an Advance which shall earn interest at the Alternate Base Rate Loans on plus the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, such Issuing Bank shall be entitled to reimbursement Applicable Margin in accordance with Section 1.04, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i).SECTION

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for a drawing under any a Letter of Credit by the beneficiary thereofCredit, the respective Issuing Bank Lender shall notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawingAgent, and the Applicable Borrower who shall reimburse such Issuing Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided thatnotify each Revolving Credit Lender, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that and, subject to satisfaction or waiver of the Applicable Borrower intends to reimburse such Issuing Bank for conditions specified in Section 5.2 hereof and the amount other terms and conditions of such drawing with funds other than the proceeds of Revolving LoansBorrowings contained herein, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks Credit Lenders shall, on the date of such drawing (or if the Administrative Agent’s notice contemplated above is delivered after 12:00 Noon (New York City time) on the date of such drawing, the Business Day after such drawing), make Revolving Loans that are (constituting Base Rate Loans Loans) in the amount of such drawingdrawing (or the Dollar Equivalent thereof in the case of any drawing under a Letter of Credit denominated in a currency other than Dollars), the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank Lender for the Dollar Equivalent amount of such drawing; and further provided that if, drawing or payment. Borrowings of Base Rate Loans pursuant to this Section 3.5 shall not be subject to the minimum amount requirement of Section 2.3(a)(iii). If for any reason, proceeds of Revolving Loans are not received by such the Issuing Bank Lender on such date in an amount equal to the amount of such drawingdrawing (or the Dollar Equivalent thereof in the case of any drawing under a Letter of Credit denominated in a currency other than Dollars), such Issuing Bank the Borrower shall be entitled obligated to reimbursement in accordance with Section 1.04and shall reimburse the Issuing Lender, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawingdate, in Dollars in an amount in same day funds equal to the excess of the amount of such drawing (or the Dollar Equivalent thereof in the case of any drawing under a Letter of Credit denominated in a currency other than Dollars) over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount until paid in full at the rate set forth in Section 1.13(f)(1)(i4.2 or 4.4, as applicable; provided, however, that any such payments shall not prejudice any rights that the Borrower may have against any Revolving Credit Lender as a result of any default by such Revolving Credit Lender in funding such Revolving Loans, as provided in the final sentence of Section 2.4(c).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for a drawing under any a Letter of Credit by the beneficiary thereofCredit, the respective Issuing Bank Lender shall notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawingPayments Administrator, and the Applicable Borrower who shall reimburse such Issuing Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided thatnotify each Revolving Credit Lender, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that and, subject to satisfaction or waiver of the Applicable Borrower intends to reimburse such Issuing Bank for conditions specified in Section 5.2 hereof and the amount other terms and conditions of such drawing with funds other than the proceeds of Revolving LoansBorrowings contained herein, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks Credit Lenders shall, on the date of such drawing (or if the Payments Administrator's notice contemplated above is delivered after 12:00 Noon (New York City time) on the date of such drawing, the Business Day after such drawing), make Revolving Loans that are (constituting Base Rate Loans Loans) in the amount of such drawingdrawing (or the Dollar Equivalent thereof in the case of any drawing under a Letter of Credit denominated in a currency other than Dollars), the proceeds of which shall be applied directly by the Administrative Agent Payments Administrator to reimburse such the Issuing Bank Lender for the Dollar Equivalent amount of such drawing; and further provided that if, drawing or payment. Borrowings of Base Rate Loans pursuant to this Section 3.5 shall not be subject to the minimum amount requirement of Section 2.3(a)(iii). If for any reason, proceeds of Revolving Loans are not received by such the Issuing Bank Lender on such date in an amount equal to the amount of such drawingdrawing (or the Dollar Equivalent thereof in the case of any drawing under a Letter of Credit denominated in a currency other than Dollars), such Issuing Bank the Borrower shall be entitled obligated to reimbursement in accordance with Section 1.04and shall reimburse the Issuing Lender, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawingdate, in Dollars in an amount in same day funds equal to the excess of the amount of such drawing (or the Dollar Equivalent thereof in the case of any drawing under a Letter of Credit denominated in a currency other than Dollars) over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount until paid in full at the rate set forth in Section 1.13(f)(1)(i4.2 or 4.4, as applicable; PROVIDED, HOWEVER, that any such payments shall not prejudice any rights that the Borrower may have against any Revolving Credit Lender as a result of any default by such Revolving Credit Lender in funding such Revolving Loans, as provided in the final sentence of Section 2.4(c).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall immediately notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such the Issuing Bank Lender on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon 10:00 A.M. (New York time) on the Business Day of the date of such drawing (a) Borrower shall have notified the Issuing Lender and Administrative Agent that the Applicable Borrower intends to reimburse such the Issuing Bank Lender for the amount of such drawing with funds other than the proceeds of Revolving LoansWorking Capital Loans or (b) Borrower shall have delivered a Notice of Borrowing requesting Working Capital Loans which are Base Rate Loans in an amount equal to the amount of such drawing, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Working Capital Loans that which are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks if so requested by Administrative Agent, Lenders shall, on the date of such drawing, make Revolving Working Capital Loans that which are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank Lender for the Dollar Equivalent amount of such drawing; and provided further provided that ifthat, if for any reason, reason proceeds of Revolving Working Capital Loans are not received by such the Issuing Bank Lender on such date in an amount equal to the amount of such drawing, such Borrower shall reimburse the Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Lender, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Working Capital Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(isubsection 2.9E(iii).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall notify the Applicable Borrower Account Party (and Company, if Company is not the Applicable Account Party) and Administrative Agent on or before the date which is (X) in the case of a drawing under a Domestic Letter of Credit, two Business Days prior to the date on which such Issuing Lender intends to honor such drawing (unless such Letter of Credit by its terms requires the Issuing Lender to honor a drawing on or prior to the second Business Day following such drawing, in which case the Issuing Lender shall notify Company and Administrative Agent on or before the date on which such Issuing Bank Lender intends to honor such drawing), and (Y) in the case of a drawing under a Foreign Letter of Credit, three Business Days prior to the date on which such Issuing Lender intends to honor such drawing, and the Applicable Borrower Account Party shall reimburse such Issuing Bank Lender on the day date on which such drawing is honored honored, in each case in an amount amount, in the currency in which such drawing was honored and in same day funds funds, equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower Company shall have notified the Administrative Agent and such Issuing Bank Lender prior to Noon 11:00 a.m. (New York time) on the Business Day of immediately prior to the date of such drawing that the Applicable Borrower Account Party intends to reimburse such Issuing Bank Lender for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower Company shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that which are Base Rate Loans Loans, on the Business Day following the date on which such drawing is honored honored, in an amount in Dollars (which amount, in the case of a drawing under a Foreign Letter of Credit, shall be calculated by reference to the applicable Exchange Rate) equal to the Dollar Equivalent amount of such honored drawing, and (ii) subject to satisfaction or waiver of the Banks conditions specified in subsection 3.2B, Lenders shall, on the date of such drawingrequested borrowing, make Revolving Loans that which are Base Rate Loans in the amount of such drawingdrawing as aforesaid, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank Lender for the Dollar Equivalent amount of such drawing; and further provided that ifthat, if for any reason, reason proceeds of Revolving Loans are not received by such Issuing Bank Lender on such date in an amount equal to the amount of such drawing, the Applicable Account Party shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Lender, on the Business Day (which shall be a business day (under the laws of the jurisdiction of such Issuing BankLender) immediately following the date on which reimbursement of such drawingdrawing is required as provided above, in an amount in Dollars (calculated as provided above in the case of a drawing under a Foreign Letter of Credit) and in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(isubsection 2.8F(4).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon 10:00 A.M. (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 4.02, the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and provided further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, the Borrower shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Bank, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i1.13(F)(1)(i).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing payment under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall immediately notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such the Issuing Bank Lender on the day on which such drawing payment is honored in an amount in same day funds equal to the amount of and in the same currency as such drawingpayment; provided that, anything contained in this Agreement to the contrary notwithstandingnotwithstanding and with respect to all Letters of Credit, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon 12:30 P.M. (New York time) on the Business Day of the date of such drawing payment (a) Borrower shall have notified the Issuing Lender and Agent that the Applicable Borrower intends to reimburse such the Issuing Bank Lender for the amount of such drawing payment with funds other than the proceeds of Revolving LoansLoans or (b) Borrower shall have delivered a Notice of Borrowing requesting Loans which are Eurodollar Rate Loans in an amount equal to the amount of such payment, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that which are Base Rate Loans on the Business Day following the date on which such drawing payment is honored in an amount equal to the Dollar Equivalent amount of such drawingpayment, and (ii) and, whether or not the Banks conditions in Section 3.3 are then satisfied, Lenders shall, on the date of such drawingpayment, make Revolving Loans that which are Base Rate Loans in the amount of such drawingpayment, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank Lender for the Dollar Equivalent amount of such drawingpayment; and provided further provided that if, if for any reason, reason proceeds of Revolving Loans are not received by such the Issuing Bank Lender on such date in an amount equal to the amount of such drawingpayment, such Borrower shall (without prejudice to any claim Borrower may have against any defaulting Lender) reimburse the Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Lender, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawingpayment, in an amount in same day funds equal to the excess of the amount of such drawing payment over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(isubsection 2.8E(iii).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for a drawing under any Letter of Credit by the beneficiary thereof, the Issuing Fronting Bank shall notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Fronting Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Fronting Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and such drawing in the same currency Dollars or a Freely Available Foreign Currency, as such drawingapplicable; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Fronting Bank prior to Noon 11:00 A.M. (New York time) on the Business Day of immediately prior to the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Fronting Bank for the amount of such drawing with (a) funds other than the proceeds of Revolving Loans or (b) to the extent otherwise permitted under this Agreement, funds that are proceeds of Loans that are Eurodollar Rate Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that which are Base Rate ABR Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) subject to satisfaction or waiver of the Banks conditions specified in subsection 3.3C, Lenders shall, on the date of such drawing, make Revolving Loans that which are Base Rate ABR Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Fronting Bank for the Dollar Equivalent amount of such drawing; and further provided that ifthat, if for any reason, proceeds of Revolving Loans are not received by such Issuing Fronting Bank on such date in an amount equal to the amount of such drawing, such Issuing Bank Borrower shall be entitled to reimbursement in accordance with Section 1.04reimburse Fronting Bank, on the Business Day (which shall be a business day (under the laws of the jurisdiction of such Issuing Fronting Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(isubsection 2.1F(1)(ii). If Borrower fails to make such reimbursement payment when due in respect of a Letter of Credit denominated in a Freely Available Foreign Currency, automatically and with no further action required, Borrower's obligation to reimburse the applicable drawing shall be permanently converted into an obligation to reimburse the Dollar equivalent, calculated using the Exchange Rates on the date when such payment was due, of such drawing, and Administrative Agent shall promptly notify Fronting Bank and each other Lender of the applicable drawing, the Dollar equivalent thereof, and the payment then due from Borrower in respect thereof.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon 10:00 A.M. (New York time) on the Business Day of immediately prior to the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 4.02, the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, the Borrower shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Bank, on the Business Day (which shall be a business day Business Day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i1.13(F)(1)(i).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall immediately notify the Applicable Domestic Borrower and the Domestic Borrower shall pay to the Administrative Agent on or before for account of the date on which such Issuing Bank intends Lender, an amount equal to honor such drawing, and the Applicable Borrower shall amount necessary to reimburse such the Issuing Bank Lender on the day on which such drawing is honored in an amount in same day funds equal to the amount which the Issuing Lender paid as a result of and such drawing. If the amount in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified Domestic Borrower's account with the Administrative Agent is 41 Amended and such Restated Credit Agreement (Long Term) insufficient to reimburse the Issuing Bank prior Lender or the Domestic Borrower shall fail to Noon (New York time) reimburse the Issuing Lender on the Business Day of the date of such any drawing that the Applicable Borrower intends under a Letter of Credit in an amount equal to reimburse such Issuing Bank for the amount of such drawing with funds other than paid by the proceeds of Revolving LoansIssuing Lender, (i) the Applicable Domestic Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that are Base Rate Loans Advances on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) subject to satisfaction or waiver of the Banks conditions specified in Article III, the Lenders shall, on the date Business Day of such drawing, make Revolving Loans that are Base Rate Loans Advances in the amount of such drawingdrawing together with accrued interest thereon at the rate for Base Rate Advances from the date of drawing to the date of such Advances, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank Lender for the Dollar Equivalent amount of such drawingdrawing together with such accrued interest thereon; and further provided that ifprovided, that, if for any reason, reason (other than the wrongful failure of the Lenders to make Advances) proceeds of Revolving Loans Advances are not received by such the Issuing Bank Lender on such date in an amount equal to the amount of such drawingdrawing paid by the Issuing Lender, such together with accrued interest thereon, the Domestic Borrower shall reimburse the Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Lender, on the within three (3) Business Day (which shall be a business day under the laws Days of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving LoansAdvances, if any, that are so received, plus accrued interest thereon. Interest on all amounts not reimbursed to the Issuing Lender on the date of such amount drawing shall accrue at the rate rates set forth in Section 1.13(f)(1)(i2.07(a).

Payment of Amounts Drawn Under Letters of Credit. (a) In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall notify the Applicable Borrower and Borrower, the Administrative Agent and the Banks on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) amounts held by the Administrative Agent in the accounts provided for in Section 5.2(a) or 10.2 shall be applied first to satisfy such reimbursement obligation, (ii) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon 11:00 a.m. (New York City time) on the Business Day of immediately prior to the date of on which such drawing is honored that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that which are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (iiiii) the Banks shall, by 1:00 p.m. (New York City time) on the date of such drawing, make Revolving Loans that which are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawingdrawing (provided that for the purposes solely of such Borrowing the conditions precedent set forth in Section 6.2 shall not be applicable, it being understood and agreed that the Banks' obligation to make such Revolving Loans shall be absolute and unconditional); and further provided that ifprovided, further, that, if for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, the Borrower shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Bank, on the Business Day (which shall be a business day (under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day Dollars and immediately available funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i3.5(a)(i). Any such payments by the Borrower which are made later than 11:00 a.m. (New York City time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made under this Section 3.3 shall be stated to be due on a day.30 which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall immediately notify the Applicable Borrower Company and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower Company shall reimburse such the Issuing Bank Lender on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon 11:00 A.M. (New York time) on the Business Day of the date of such drawing (a) Company shall have notified the Issuing Lender and Administrative Agent that the Applicable Borrower Company intends to reimburse such the Issuing Bank Lender for the amount of such drawing with funds other than the proceeds of Revolving LoansLoans or (b) Company shall have delivered a Notice of Borrowing requesting Loans which are Base Rate Loans in an amount equal to the amount of such drawing, the Applicable Borrower then Company shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that which are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks if so requested by Administrative Agent, Lenders shall, on the date of such drawing, make Revolving Loans that which are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank Lender for the Dollar Equivalent amount of such drawing; and provided further provided that ifthat, if for any reason, reason proceeds of Revolving such Loans are not received by such the Issuing Bank Lender on such date in an amount equal to the amount of such drawing, such Company shall reimburse the Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Lender, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(isubsection 2.9E(iii).