Common use of Reimbursement Clause in Contracts

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company and the Administrative Agent. The Borrowers shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender Lenders as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the such Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing LenderLenders, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Each Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the such Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. noon on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LenderLenders, and the right of the Issuing Lender Lenders to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. 11:00 A.M. on a Business Day or, if after 3:00 P.M.11:00 A.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the ABR Default Rate. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing or request for drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative AgentAgent thereof. The Borrowers Unless Borrower shall reimburse the notify Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing LenderLender immediately upon receipt of notice from Issuing Lender of a drawing under a Letter of Credit, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Base Rate Loans in the amount of the drawing as provided in subsection (ef) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower shall reimburse Issuing Lender on the day of drawing under any Letter of Credit (either with the proceeds of a Loan obtained hereunder or otherwise) in same day funds as provided herein. If Borrower shall fail to reimburse Issuing Lender as provided hereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Base Rate plus two percent (2%). Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent will promptly notify ; provided, however, that (i) the other Revolving Borrower shall not be obligated to reimburse Issuing Lender and (ii) Lenders shall not be obligated to fund Loans or purchase participations hereunder in reimbursement of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available fundsfor any wrongful payment made by Issuing Lender under a Letter of Credit as a result of acts or omissions constituting bad faith, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made willful misconduct or gross negligence on the Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account part of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and . The Letter of Credit Obligations will be evidenced by the right Letter of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoeverCredit Note.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior issued by such Issuing Lender in (x) the applicable Foreign Currency of the relevant Letter of Credit with respect to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on which the following Business Day drawing was made to the extent directly reimbursed by the Borrower or (either y) in Dollars to the extent funded with the proceeds of a Revolving Loan obtained hereunder or otherwise) otherwise and, in each case, in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the an Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateBase Rate plus the Applicable Percentage plus two percent (2%). Unless the Company Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the such Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Revolving Loan borrowing comprised entirely of Base Rate Loans in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the any Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Each Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing in respect of any Letter of Credit issued by such Issuing Lender and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the such Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent such Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the such Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the an Issuing Lender, and the right of the an Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company and the Administrative Agent. The Borrowers shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateBorrower. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Revolving Loan at the Adjusted Base Rate in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit either with the proceeds of a Revolving Loan obtained hereunder or otherwise in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lender as provided hereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Base Rate plus the Applicable Percentage for the Base Rate Loans that are Revolving Loans plus two percent (2%). The Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of (but without waiver of) any rights of set-off, counterclaim or defense to payment the Borrowers applicable account party or the Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, any defense based on any failure of the Borrowers applicable account party, the Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders LOC Participants of the amount of any unreimbursed drawing and each Revolving Lender LOC Participant shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such LOC Participant's Revolving Lender’s Revolving Loan Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.p.m., otherwise such payment shall be made at or before 12:00 P.M. Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender LOC Participant does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender LOC Participant shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such the LOC Participant received the notice regarding the unreimbursed drawing until such Revolving Lender LOC Participant pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s LOC Participant's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a LOC Participant to the Issuing Lender, such LOC Participant shall, automatically and without any further action on the part of the Issuing Lender or such LOC Participant, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower and the other Credit Parties with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Initial Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in the Currency of such drawing and in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateAlternate Base Rate applicable to the Currency of such drawing plus 2%. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Revolving Loan in the Currency and the amount of the drawing as provided in subsection (e) hereofbelow, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the Currency and amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars such Currency and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal toto (i), if such unpaid amount is owed in Dollars and paid within two (2) Business Days of the date of drawingsuch date, the Federal Funds Effective Rate Rate, and thereafter at a rate equal to the Alternate Base Rate or (ii) if such unpaid amount is owed in any Alternative Currency, the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Swingline Loan or a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Absent the gross negligence or willful misconduct of any such Person (IT BEING THE INTENTION OF THIS PROVISION THAT SUCH REIMBURSEMENT OBLIGATION WILL BE APPLICABLE REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE ORDINARY NEGLIGENCE OF ANY OF THE PARTIES BEING REIMBURSED), the Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.3:00 p.m. (Houston, Texas time), otherwise such payment shall be made at or before 12:00 P.M. 1:00 p.m. (Houston, Texas time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the first Business Day after the day of any drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on is duly honored by the following Business Day Issuing Lender (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Alternate Base Rate plus the Applicable Rate. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Revolving Loan in the amount of the drawing as provided in subsection (ev) hereofbelow, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving 's LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.p.m., New York city time, otherwise such payment shall be made at or before 12:00 P.M. Noon, New York city time, on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 1:00 P.M. on a Business Day or, if after 3:00 1:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company and the Administrative Agent. The Borrowers Company shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Company shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Company shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Company’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Company may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers Company to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent Agent, for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount Dollar Equivalent of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is receivedreceived by the Revolving Lenders from the Administrative Agent. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 1:00 P.M. on a Business Day or, if after 3:00 1:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior issued by such Issuing Lender in (x) the applicable Foreign Currency of the relevant Letter of Credit with respect to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on which the following Business Day drawing was made to the extent directly reimbursed by the Borrower or (either y) in Dollars to the extent funded with the proceeds of a Revolving Loan obtained hereunder or otherwise) otherwise and, in each case, in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the an Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateAlternate Base Rate plus the Applicable Percentage plus two percent (2%). Unless the Company Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the such Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the any Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Each Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing in respect of any Letter of Credit issued by such Issuing Lender and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the such Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent such Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the such Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the an Issuing Lender, and the right of the an Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company and the Administrative Agent. The Borrowers Company shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) ), in Dollars, in the Dollar Amount and in same day funds as provided herein or in the LOC Documents. If the Borrowers Company shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateAlternate Base Rate plus the Applicable Percentage for Revolving Loans that are Alternate Base Rate Loans plus two percent (2%) for so long as such amount shall be unreimbursed. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Company shall be deemed to have requested a LOC Mandatory LOC Borrowing Borrowing, in Dollars, in the amount Dollar Amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Subject to the terms of Section 2.19, the Company’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-set off, counterclaim or defense to payment the Borrowers Company may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Company to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount Dollar Amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.p.m. EST, otherwise such payment shall be made at or before 12:00 P.M. Noon EST on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. 11:00 A.M. on a Business Day or, if after 3:00 P.M.11:00 A.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the ABR Default Rate. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event US Borrowers shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any drawing under kind (including for purposes of Section 10), to reimburse any US L/C Issuer on demand in immediately available funds for any amounts paid by such US L/C Issuer with respect to a US Letter of Credit, including all reimbursement payments, Fees, Charges, costs and expenses paid by such US L/C Issuer, without duplication of fees otherwise paid by any US Borrower. Each US Borrower hereby authorizes and directs US Agent, at US Agent’s option, to debit such US Borrower’s accounts (by increasing the Issuing Lender will promptly notify outstanding principal balance of the Company and US Tranche A Revolving Credit Advances made to such US Borrower) in the Administrative Agent. The Borrowers shall reimburse the Issuing Lender on the day amount of drawing under any payment made by any US L/C Issuer with respect to any US Letter of Credit if notified prior and to 3:00 P.M. pay such amounts to such US L/C Issuer, and a Notice of US Tranche A Revolving Credit Advance requesting a US Index Rate Loan in such amount shall be deemed to have been timely given on such date. All amounts paid by a Business Day or, if after 3:00 P.M., on the following Business Day (either US L/C Issuer with respect to any US Letter of Credit that are not immediately repaid by US Borrowers with the proceeds of a US Tranche A Revolving Credit Advance or otherwise shall bear interest payable on demand at the interest rate applicable to US Tranche A Revolving Credit Advances which are US Index Rate Loans plus, at the election of US Agent or Requisite Lenders, an additional two percent (2.00%) per annum. Each US Tranche A Lender agrees to fund its Pro Rata Share of any US Tranche A Loan obtained hereunder or otherwise) made pursuant to this Section 1.1(b)(ii). In the event US Agent elects not to debit a US Borrower’s account, such US Borrower fails to reimburse the applicable US L/C Issuer in same day funds as provided herein or full on the date of any payment in respect of a US Letter of Credit for the LOC Documents. If benefit of such US Borrower and the other US Borrowers shall fail to reimburse the Issuing Lender as provided herein, applicable US L/C Issuer in full on the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective date of any rights payment in respect of set-off, counterclaim or defense to payment the Borrowers may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers to receive consideration or the legality, validity, regularity or unenforceability of the a US Letter of Credit. The Administrative , US Agent will shall promptly notify the other Revolving Lenders each US Tranche A Lender of the amount of any such unreimbursed drawing payment and the accrued interest thereon and each Revolving US Tranche A Lender, on the next Business Day prior to 3:00 p.m. (New York time), shall deliver to US Agent an amount equal to its Pro Rata Share thereof in same day funds. Each US Tranche A Lender shall promptly hereby absolutely and unconditionally agrees to pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of applicable US L/C Issuer upon demand by such Revolving US L/C Issuer such US Tranche A Lender’s Revolving Commitment Percentage Pro Rata Share of each payment made by such unreimbursed drawing. Such payment shall be made on the US L/C Issuer in respect of a US Letter of Credit and not reimbursed within one (1) Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at US Borrowers or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account satisfied through a debit of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base RateUS Borrowers’ account. Each Revolving Lender’s obligation US Tranche A Lender acknowledges and agrees that its obligations pursuant to make such payment to the Issuing Lender, and the right this subsection in respect of the Issuing Lender to receive the same, shall be US Letters of Credit are absolute and unconditional, unconditional and shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunderwhatsoever, including setoff, counterclaim, the existence occurrence and continuance of a Default or an Event of Default or the acceleration any failure by Borrowers to satisfy any of the Obligations hereunder and conditions set forth in Section 2.2. If any US Tranche A Lender fails to make available to any US L/C Issuer the amount of such US Tranche A Lender’s Pro Rata Share of any payments made by such US L/C Issuer in respect of a US Letter of Credit as provided in this Section 1.1(b)(ii), the applicable US L/C Issuer shall be made without any offset, abatement, withholding or reduction whatsoeverentitled to recover such amount on demand from such US Tranche A Lender together with interest at the US Index Rate.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. Unless the Borrower shall immediately notify the Administrative Agent and the Issuing Lender that the Borrower intends to otherwise reimburse the Issuing Lender for such drawing, the Borrower shall be deemed to have requested that the Lenders make a Revolving Loan in the amount of the drawing as provided in subsection (e) below on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrowers shall Borrower promises to reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided hereinhereinabove, the Borrower promises to pay the Issuing Lender interest on the unreimbursed amount of such drawing shall automatically bear interest on demand at a per annum rate equal to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement ObligationsAdjusted Base Rate plus 2%. The Borrowers’ Reimbursement Obligations Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the Administrative Agent, who shall in turn, promptly notify the other Revolving affected Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage 's pro rata share of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time), and otherwise such payment shall be made at or before 12:00 P.M. Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Administrative Agent for the account of the Issuing Lender, such Lender shall, automatically and without any further action on the part of the Administrative Agent, the Issuing Lender or such Lender, acquire a Participation Interest in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawn portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company and the Administrative Agent. The Borrowers Company shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. (Charlotte, North Carolina time) on a Business Day or, if after 3:00 P.M.P.M. (Charlotte, North Carolina time), on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Company shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Company shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Company’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Company may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers Company to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 P.M. Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Initial Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in the Currency of such drawing and in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateAlternate Base Rate applicable to the Currency of such drawing plus 2%. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Revolving Loan in the Currency and the amount of the drawing as provided in subsection (e) hereofbelow, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the Currency and amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars such Currency and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawingdrawing (for the avoidance of doubt, if (i) the Extending Event has occurred, the Non-Extending Lenders shall not have any obligation to make such payment with respect to any unreimbursed drawing occurring on or after March 13, 2010 with respect to any Letter of Credit issued on or after March 13, 2010 and (ii) that if (1) the Extending Event has occurred and (2) such Letter of Credit has been cash collateralized if required under subsection (a) of this Section 2.3, then the Non-Extending Lenders shall not have any obligation to make such payment with respect to any unreimbursed drawing occurring on or after March 13, 2010 with respect to any Letter of Credit issued prior to March 13, 2010). Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal toto (i), if such unpaid amount is owed in Dollars and paid within two (2) Business Days of the date of drawingsuch date, the Federal Funds Effective Rate Rate, and thereafter at a rate equal to the Alternate Base Rate or (ii) if such unpaid amount is owed in any Alternative Currency, the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any U.S. Letter of Credit, the U.S. Issuing Lender will promptly notify the Company and the Administrative Agent. The Borrowers shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateAirgas. Unless the Company Airgas shall immediately notify the U.S. Issuing Lender and the Administrative Agent of its intent that Airgas intends to otherwise reimburse the U.S. Issuing LenderLender for such drawing, the Borrowers Airgas shall be deemed to have requested that the U.S. Lenders make a Mandatory LOC Borrowing Revolving U.S. Loan in the amount of the drawing as provided in subsection (e) hereofhereof on the related U.S. Letter of Credit, the proceeds of which will be used to satisfy the Reimbursement Obligationsrelated reimbursement obligations. The Borrowers’ Reimbursement Obligations Airgas promises to reimburse the U.S. Issuing Lender on the day of drawing under any U.S. Letter of Credit (either with the proceeds of a Revolving U.S. Loan obtained hereunder or otherwise) in same day funds. If Airgas shall fail to reimburse the U.S. Issuing Lender as provided hereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the U.S. Base Rate plus the sum of (i) the Applicable Percentage and (ii) two percent (2%). Airgas' reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrowers Airgas may claim or have against the U.S. Issuing Lender, the Administrative U.S. Agent, the U.S. Lenders, the beneficiary of the U.S. Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Airgas to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.U.S.

Reimbursement. In the event The Borrowers are irrevocably and unconditionally obligated without presentment, demand, protest or other formalities of any kind to reimburse an Issuing Lender in immediately available funds for any amounts paid by an Issuing Lender with respect to any Letter of Credit issued hereunder. Upon receipt from the beneficiary of any Letter of Credit of any notice of drawing under any such Letter of Credit, the Issuing Lender will promptly shall notify the Company Borrowers and Administrative Agent thereof. Not later than 11:00 a.m. (New York City time) on the Administrative Agent. The date of any payment by any Issuing Lender under a Letter of Credit (or if notice is not provided to the Borrowers of such drawing prior to such time, not later than 11:00 a.m. (New York City time) on the immediately succeeding Business Day), the Borrowers shall reimburse the such Issuing Lender through the Administrative Agent in the amount equal to the amount of such drawing (and, if reimbursed on the immediately succeeding Business Day pursuant to this sentence, interest at the sum of the Base Rate plus the Applicable Margin for Revolving Loans on such day of drawing under any Letter of Credit (or days if notified prior to 3:00 P.M. on the next immediately succeeding day is not a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC DocumentsDay)). If the Borrowers shall fail to so reimburse the applicable Issuing Lender as provided herein, the unreimbursed amount of by such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lendertime, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing Revolving Loan (not a Swingline Loan) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used payment made by such Issuing Lender with respect to satisfy the Reimbursement Obligations. The Borrowers’ Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers to receive consideration or the legality, validity, regularity or unenforceability of the such Letter of Credit. The All amounts paid by an Issuing Lender with respect to any Letter of Credit that are not repaid by the Borrowers as required by this Section 2.1.1(d)(ii), or that are not repaid with a Revolving Loan shall bear interest at the sum of the Base Rate plus the highest Applicable Margin for Revolving Loans plus 2% . Each Revolving Lender agrees to fund its Percentage of any Revolving Loan made pursuant to this Section 2.1.1(d)(ii). In the event the Borrowers fail to reimburse an Issuing Lender in full for any payment in respect of a Letter of Credit issued hereunder, the Administrative Agent will shall promptly notify the other each Revolving Lenders Lender of the amount of any such unreimbursed drawing payment and the accrued interest thereon and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment , on the next Business Day, shall deliver to Administrative Agent an amount equal to its Percentage of such unreimbursed drawingthe aggregate Revolving Loan Commitments in same day funds. Such payment shall be made on the Business Day such notice is received Each Revolving Lender hereby absolutely and unconditionally agrees to pay to each Issuing Lender upon demand by such Revolving Issuing Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise Lender’s Percentage of each payment made by such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to respect of a Letter of Credit and not immediately reimbursed by the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base RateBorrowers. Each Revolving Lender’s obligation Lender acknowledges and agrees that its obligations to acquire participations pursuant to this Section 2.1.1(d)(ii) in respect of Letters of Credit and to make such payment the payments to the Issuing Lender, and the right of the each Issuing Lender to receive required by the same, shall be preceding sentence are absolute and unconditional, unconditional and shall not be affected by any circumstance whatsoever whatsoever, including the occurrence and without regard to the termination of this Agreement or the Commitments hereunder, the existence continuance of a Default or an Event of Default or any failure by the acceleration Borrowers to satisfy any of the Obligations hereunder conditions set forth in Section 5.3. If any Revolving Lender fails to make available to an Issuing Lender the amount of such Lender’s Percentage of any payments made by such Issuing Lender in respect of a Letter of Credit as provided in this Section 2.1.1(d)(ii), the Administrative Agent may elect to apply Cash Collateral as described in Section 4.13 and pay such amount to such Issuing Lender. If the Administrative Agent does not so elect or if the funds in such account are insufficient, such Issuing Lender shall be made without any offset, abatement, withholding or reduction whatsoeverentitled to recover such amount on demand from such Revolving Lender together with interest at the Base Rate.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on or before the day Business Day immediately following the date on which it has received notice of any drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall constitute a Payment Event of Default and automatically bear interest at a per annum rate equal to the Default RateRate subject to Section 2.8(b). Unless the Company Borrower shall immediately promptly notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company and the Administrative Agent. The Borrowers shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateBorrower. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Revolving Loan in Dollars at the Base Rate in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower shall reimburse the Issuing Lender on the day of drawing (unless such notice is received after 1:00 p.m. on such day and then on the next succeeding Business Day with the outstanding amount accruing interest at the Base Rate until reimbursed) under any Letter of Credit either with the proceeds of a Revolving Loan obtained hereunder or otherwise in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lender as provided hereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Base Rate plus two percent (2%). The Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of (but without waiver of) any rights of set-off, counterclaim or defense to payment that the Borrowers applicable account party or the Borrower may claim or have against the Issuing Lender, the Administrative AgentAgents, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, any defense based on any failure of the Borrowers applicable account party, the Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders LOC Participants of the amount of any unreimbursed drawing and each Revolving Lender LOC Participant shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such LOC Participant's Revolving Lender’s Revolving Loan Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.p.m., otherwise such payment shall be made at or before 12:00 P.M. Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender LOC Participant does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender LOC Participant shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such the LOC Participant received the notice regarding the unreimbursed drawing until such Revolving Lender LOC Participant pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s LOC Participant's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a LOC Participant to the Issuing Lender, such LOC Participant shall, automatically and without any further action on the part of the Issuing Lender or such LOC Participant, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawn portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower and the other Credit Parties with respect thereto (including the reimbursement obligation).

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Company and the Administrative Agent. The Borrowers Company and the applicable Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. p.m. on a Business Day or, if after 3:00 P.M.p.m., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds (x) in the case of Letters of Credit denominated in Dollars, Euros or British Pounds Sterling, in the currency in which such Letter of Credit is denominated as provided herein or in the LOC DocumentsDocuments and (y) in the case of Letters of Credit denominated in an Alternative Currency, in Dollars based on the Dollar Equivalent of such drawing as of such date. If the Borrowers Company or the applicable Borrower shall fail to reimburse the applicable Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company shall immediately promptly notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the applicable Issuing Lender, the Borrowers applicable Borrower shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Each Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers such Borrower may claim or have against the Issuing LenderLenders, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers such Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent Agent, for the account of the applicable Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawingdrawing in Dollars based on the Dollar Equivalent (provided that, such Dollar Equivalent will be determined in consultation with the applicable Issuing Lender) of such drawing as of such date. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. Noon on the Business Day next succeeding the Business Day such notice is receivedreceived by the Revolving Lenders from the Administrative Agent. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the applicable Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the applicable Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LenderLenders, and the right of the Issuing Lender Lenders to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the ABR Default RateRate for so long as such amount shall be unreimbursed. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Revolving Loan (a "Mandatory LOC Borrowing Borrowing") in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving 's LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.p.m., otherwise such payment shall be made at or before 12:00 P.M. Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company and the Administrative Agent. The Borrowers shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateBorrower. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Revolving Loan at the Adjusted Base Rate in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit either with the proceeds of a Revolving Loan obtained hereunder or otherwise in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lender as provided hereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Base Rate plus the Applicable Percentage for Base Rate Loans that are Revolving Loans plus two percent (2%). The Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of (but without waiver of) any rights of set-off, counterclaim or defense to payment that the Borrowers applicable account party or the Borrower may claim or have against the Issuing Lender, the Administrative AgentAgents, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, any defense based on any failure of the Borrowers applicable account party, the Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders LOC Participants of the amount of any unreimbursed drawing and each Revolving Lender LOC Participant shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such LOC Participant's Revolving Lender’s Revolving Loan Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.p.m., otherwise such payment shall be made at or before 12:00 P.M. Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender LOC Participant does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender LOC Participant shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such the LOC Participant received the notice regarding the unreimbursed drawing until such Revolving Lender LOC Participant pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s LOC Participant's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a LOC Participant to the Issuing Lender, such LOC Participant shall, automatically and without any further action on the part of the Issuing Lender or such LOC Participant, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower and the other Credit Parties with respect thereto.

Reimbursement. In the event of any drawing under any U.S. Letter of Credit, the U.S. Issuing Lender will promptly notify the Company Airgas and the Administrative U.S. Agent. The Borrowers shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company Airgas shall immediately notify the U.S. Issuing Lender and the Administrative Agent of its intent that Airgas intends to otherwise reimburse the U.S. Issuing LenderLender for such drawing, the Borrowers Airgas shall be deemed to have requested that the U.S. Revolving Lenders make a Mandatory LOC Borrowing U.S. Revolving Loan in the amount of the drawing as provided in subsection (e) hereofhereof on the related U.S. Letter of Credit, the proceeds of which will be used to satisfy the Reimbursement Obligationsrelated reimbursement obligations. The Borrowers’ Reimbursement Obligations Airgas promises to reimburse the U.S. Issuing Lender on the day of drawing under any U.S. Letter of Credit (either with the proceeds of a U.S. Revolving Loan obtained hereunder or otherwise) in same day funds. If Airgas shall fail to reimburse the U.S. Issuing Lender as provided hereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the U.S. Base Rate plus the sum of (i) the Applicable Percentage and (ii) two percent (2%). Airgas' reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrowers Airgas may claim or have against the U.S. Issuing Lender, the Administrative U.S. Agent, the U.S. Revolving Lenders, the beneficiary of the U.S. Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Airgas to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.U.S.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations, in which event any such drawing shall not automatically bear interest at the Default Rate. The Borrowers’ Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.. Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential Portions are marked: [***]

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company and the Administrative Agent. The Borrowers Company shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a U.S. Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Company shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount Dollar Amount of such drawing (expressed in U.S. Dollars in the Dollar Amount thereof in the case of Letters of Credit denominated in Canadian Dollars) shall automatically bear interest at a per annum rate equal to the Default RateAlternate Base Rate plus the Applicable Percentage. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Company shall be deemed to have requested a Mandatory LOC Borrowing U.S. Revolving Loan in the amount Dollar Amount sufficient to satisfy the reimbursement obligations in respect of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Company’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Company may claim or have against the Issuing Lender, the Administrative Agent, the U.S. Revolving Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers Company to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other U.S. Revolving Lenders of the amount Dollar Amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in U.S. Dollars and in immediately available funds, the amount Dollar Amount of such U.S. Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. With respect to any unreimbursed drawing that is not fully refinanced by a U.S. Revolving Loan for any reason, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Alternate Base Rate plus the Applicable Percentage plus 2%. Such payment shall be made on the Business Day day such notice is received by such U.S. Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.p.m., otherwise such payment shall be made at or before 12:00 P.M. noon on the Business Day next succeeding the Business Day day such notice is received. If such U.S. Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such U.S. Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such U.S. Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each U.S. Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan or a Swingline Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateAlternate Base Rate plus two percent (2%). Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Swingline Loan, or if and to the extent Swingline Loans shall be unavailable, a Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving 's LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 P.M. Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In Issuing Bank will promptly notify the event Borrowers of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company and the Administrative Agent. The Borrowers shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M.Unless AHL, on behalf of the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers shall fail to reimburse the Issuing Lender as provided hereinBorrowers, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company shall immediately notify Issuing Bank that the Borrowers intend to reimburse Issuing Lender and the Administrative Agent Bank for such drawing other than from proceeds of its intent to otherwise reimburse the Issuing LenderRevolving Loans, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing that the Lenders make Revolving Loans in the amount (and in the case of any such Letter of Credit payable in an Alternative Currency, reflecting the Assigned Dollar Value of such drawing) of such drawing as provided in subsection (e) hereofhereof on the related Letter of Credit, the proceeds of which will be used to satisfy the Reimbursement Obligationsrelated reimbursement obligations to Issuing Bank. The Borrowers jointly and severally agree to reimburse Issuing Bank on the date of drawing under any Letter of Credit (either with the proceeds of Revolving Loans or otherwise) in immediately available funds. If the conditions for making a Revolving Loan deemed requested pursuant to this Section 2.3(c) to reimburse any Letter of Credit drawing have not been satisfied, and the Administrative Agent in its sole discretion has not waived the unsatisfied conditions for making the Revolving Loan but has not accelerated the payment date of the Obligations pursuant to Section 10.2 hereof because of the Borrowers' failure to reimburse such drawing, the Borrowers shall pay the Letter of Credit drawing in full, or the unreimbursed amount of such drawing shall bear interest at a rate per annum equal to (i) the higher of the U.S. Prime Rate or the Federal Funds Rate plus 1/2 of 1% plus (ii) two percent (2%). The Borrowers’ Reimbursement Obligations ' reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrowers any Borrower may claim or have against the Issuing LenderBank, the Administrative Agent, the Lenders, the beneficiary of the such Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers any Borrower or any Subsidiary of any Borrower to receive consideration or the legality, validity, regularity validity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Bank will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing LenderBank, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving 's Commitment Percentage of such unreimbursed drawingdrawing and such payment shall be made or deemed made pursuant to clause (e) below. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Bank if such notice is received at or before 2:00 P.M.3:00 P.M. (Charlotte time); otherwise, otherwise such payment shall be made at or before 12:00 1:00 P.M. (Charlotte time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender Bank in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender Bank interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender Bank in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Domestic Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing LenderBank, and the right of the Issuing Lender Bank to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrowers hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to Issuing Bank, such Lender shall, automatically and without any further action on the part of Issuing Bank or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to Issuing Bank) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon, and shall have a claim against Borrowers with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) if it receives such notice from the Issuing Lender at or before 2:00 P.M. (Charlotte, North Carolina time) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateBase Rate plus the Applicable Percentage plus two percent (2%). Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 P.M. Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Loans and LOC Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateAlternate Base Rate plus the Applicable Percentage for Revolving Loans that are Alternate Base Rate Loans plus two percent (2%). Unless the Company Borrower shall immediately promptly notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 P.M. Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day such notice is receivedDay. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of Upon any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If Documents on the Borrowers shall fail to reimburse Business Day next succeeding the day such notice is received by the Borrower from the Issuing Lender as provided herein, (the “LC Due Date”). The unreimbursed amount of such each drawing shall automatically bear interest at a per annum rate equal to the Default RateAlternate Base Rate plus the Applicable Percentage; provided, however, such rate shall be increased by two percent (2%) during each day that such reimbursement obligation is past due. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent by the LC Due Date of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. Such reimbursement obligations shall be deemed to be paid upon the making of any such Revolving Loan. The Borrowers’ Reimbursement Obligations Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 1:00 P.M. on a Business Day or, if after 3:00 1:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers shall fail Borrower fails to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company shall Borrower immediately notify notifies the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 1:00 P.M. on a Business Day or, if after 3:00 1:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offset‑off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage Pro Rata Share of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company. Unless the Company shall immediately notify the Issuing Lender that the Company intends to otherwise reimburse the Issuing Lender for such drawing, the Company shall be deemed to have requested that the U.S. Lenders and the Administrative AgentMulticurrency Lenders make Revolving Credit Loans totaling the amount of the drawing as provided in subsection (e) below on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrowers shall Company promises to reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan Credit Loans obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrowers Company shall fail to reimburse the Issuing Lender as provided hereinhereinabove, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless ABR plus the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement ObligationsApplicable Margin for Base Rate Loans plus 2%. The Borrowers’ Reimbursement Obligations Company's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrowers Company may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Company or any of its Consolidated Subsidiaries to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving U.S. Lenders and the Multicurrency Lenders of the amount of any unreimbursed drawing and each Revolving U.S. Lender and each Multicurrency Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in U.S. Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage 's pro rata share of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time) otherwise such payment shall be made at or before 12:00 P.M. Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate (as defined in the definition of "ABR") and thereafter at a rate equal to the Alternate Base RateABR. Each Revolving U.S. Lender’s 's and each Multicurrency Lender's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Company hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Lender, such Lender shall, automatically and without any further action on the part of the Issuing Lender or such Lender, acquire a Participation Interest in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Company with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. Unless the Borrower shall immediately notify such Issuing Lender that the Borrower intends to otherwise reimburse such Issuing Lender for such drawing, the Borrower shall be deemed to have requested that the Lenders make a Revolving Loan in the amount of the drawing as provided in subsection (e) below on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrowers shall Borrower promises to reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrowers Borrower shall fail to reimburse the applicable Issuing Lender as provided hereinhereinabove, the Borrower promises to pay such Issuing Lender interest on the unreimbursed amount of such drawing shall automatically bear interest (the “Unreimbursed Amount”) on demand at a per annum rate equal to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Reimbursement Obligations Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrowers Borrower may claim or have against the applicable Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing Unreimbursed Amount and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the applicable Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage pro rata share of such unreimbursed drawingUnreimbursed Amount. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time) otherwise such payment shall be made at or before 12:00 P.M. Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the applicable Issuing Lender, and the right of the such Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the applicable Issuing Lender, such Lender shall, automatically and without any further action on the part of such Issuing Lender or such Lender, acquire a Participation Interest in an amount equal to such payment (excluding the portion of such payment constituting interest owing to such Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company and the Administrative Agent. The Borrowers Company shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a U.S. Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Company shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateAlternate Base Rate plus the Applicable Percentage. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Company shall be deemed to have requested a Mandatory LOC Borrowing U.S. Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Company’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Company may claim or have against the Issuing Lender, the Administrative Agent, the U.S. Revolving Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers Company to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other U.S. Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in U.S. Dollars and in immediately available funds, the amount of such U.S. Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. With respect to any unreimbursed drawing that is not fully refinanced by a U.S. Revolving Loan for any reason, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Alternate Base Rate plus the Applicable Percentage plus 2%. Such payment shall be made on the Business Day day such notice is received by such U.S. Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.p.m., otherwise such payment shall be made at or before 12:00 P.M. noon on the Business Day next succeeding the Business Day day such notice is received. If such U.S. Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such U.S. Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such U.S. Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each U.S. Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the ABR Default Rate. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Without waiving the Borrower's right to later assert (by separate and independent action and not by way of setoff) any claims that it may have, the Borrower's Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s 's Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company and the Administrative Agent. The Borrowers shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateBorrower. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Revolving Loan at the Adjusted Base Rate in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower shall reimburse the Issuing Lender (by payment through the Administrative Agent) on the day of drawing under any Letter of Credit either with the proceeds of a Revolving Loan obtained hereunder or otherwise in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lender as provided hereinabove, the unreimbursed amount of such drawing shall bear interest, for the benefit of the Lenders, at a per annum rate equal to the Base Rate plus the Applicable Percentage for the Base Rate Loans that are Revolving Loans plus two percent (2%). The Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of (but without waiver of) any rights of set-off, counterclaim or defense to payment the Borrowers applicable account party or the Borrower may claim or have against the Issuing Lender, the Administrative AgentAgents, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, any defense based on any failure of the Borrowers applicable account party, the Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders LOC Participants of the amount of any unreimbursed drawing and each Revolving Lender LOC Participant shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such LOC Participant's Revolving Lender’s Revolving Loan Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender LOC Participant from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.1:00 p.m., otherwise such payment shall be made at or before 12:00 P.M. Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender LOC Participant does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender LOC Participant shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such the LOC Participant received the notice regarding the unreimbursed drawing until such Revolving Lender LOC Participant pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s LOC Participant's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a LOC Participant to the Issuing Lender, such LOC Participant shall, automatically and without any further action on the part of the Issuing Lender or such LOC Participant, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower and the other Credit Parties with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.03(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the ABR Default Rate. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s 's Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Event of Default or Potential Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company and the Administrative Agent. The Borrowers applicable Borrower shall reimburse the Issuing Lender on or before the Business Day following the day of such drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day is honored (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers applicable Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the ABR Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers applicable Borrower shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company and the Administrative Agent. The Borrowers Company shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior in (x) the applicable Foreign Currency of the relevant Letter of Credit with respect to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on which the following Business Day drawing was made to the extent directly reimbursed by the Company or (either y) in Dollars to the extent funded with the proceeds of a U.S. Revolving Loan obtained hereunder or otherwise) and, in each case, in same day funds as provided herein or in the LOC Documents. If the Borrowers Company shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateAlternate Base Rate plus the Applicable Percentage for Revolving Loans that are Alternate Base Rate Loans plus two percent (2%) for so long as such amount shall be unreimbursed. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Company shall be deemed to have requested a U.S. Revolving Loan (a “LOC Mandatory LOC Borrowing Borrowing”) in the amount Dollar Amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Company’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Company may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Company to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other U.S. Revolving Lenders of the amount Dollar Amount of any unreimbursed drawing and each U.S. Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount Dollar Amount of such U.S. Revolving Lender’s Revolving LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such U.S. Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.p.m. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 P.M. Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such U.S. Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such U.S. Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such U.S. Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each U.S. Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Borrower Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In Landlord and Tenant further acknowledge that, to induce Tenant to enter into this Lease, and in consideration of Tenant’s agreement to perform all of the event of any drawing terms, covenants and conditions to be performed by Tenant under any Letter of Creditthis Lease, as and when performance is due during the Issuing Lender will promptly notify the Company and the Administrative Agent. The Borrowers shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior Term, Landlord may have agreed to 3:00 P.M. on a Business Day or(i) waive reimbursement from, if after 3:00 P.M.or pay to, on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in Tenant the amount of the drawing Landlord’s Contribution and/or (ii)) xxxxx the payment by Tenant of Rent or portions thereof during the period(s) specified herein, and/or (iii) other allowances paid to or on behalf of Tenant for moving expenses, lease buyouts, lease termination fees and similar inducements to lease the Premises (“Other Allowances”). Landlord has or will pay substantial real estate brokerage commissions relating to this Lease (the “Commissions”). Upon the occurrence of an Event of Default under this Lease for which Landlord terminates the Lease, any abatement of Rent or portions thereof is of no further force and effect as provided in subsection to any subsequent payments of Rent otherwise due under this Lease, each of the foregoing agreements is deemed revoked retroactively and Tenant shall immediately pay to Landlord without notice or demand by Landlord (e) hereof, the proceeds all of which will shall be used amortized over the Term of this Lease): (A) the unamortized cost of any and all payments of Rent which have theretofore been abated, (B) the unamortized cost of any Landlord’s Contribution expenses incurred by Landlord, (C) the unamortized cost of the Commissions and (D) the unamortized cost of any Other Allowance provided to satisfy Tenant as an inducement to lease the Reimbursement ObligationsPremises. The Borrowers’ Reimbursement Obligations hereunder shall be absolute unamortized cost is calculated by amortizing the aggregate cost incurred or paid by Landlord for the abated Rent, Landlord’s Contribution, Commissions and unconditional under all circumstances irrespective Other Allowances over the number of any rights of set-off, counterclaim or defense to payment the Borrowers may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary months of the Letter Term during which Tenant is required to pay Base Rent on a monthly basis and multi plying the monthly amortized cost by the number of Credit drawn upon or any other Personmonths remaining in the Term after an Event of Default. Landlord may, includingor, without limitationat Tenant’s request, any defense based on any failure shall, after the occurrence of an Event of Default, forward a statement to Tenant setting forth the unamortized cost of the Borrowers abated Rent, Landlord’s Contribution, Other Allowances and Commissions incurred by Landlord payable in accordance with this Section 23.2(g), but the failure to receive consideration or deliver the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, statement shall not be affected by any circumstance whatsoever and without regard deemed to the termination of this Agreement or the Commitments hereunder, the existence of be a Default or Event of Default or the acceleration waiver of the Obligations right to collect such amounts. Notwithstanding the foregoing, Landlord and Tenant agree that the payment of Rent for the entire Term by Tenant would reimburse Landlord completely for the Other Allowances and Commissions as anticipated by this Lease, therefore Landlord agrees that Landlord will not collect or be entitled to collect any reimbursements hereunder and shall be made without any offset, abatement, withholding or reduction whatsoeverin an amount which is in excess of one hundred percent (100%) of the Rent due from Tenant to Landlord under this Lease.

Reimbursement. In (a) During the event Term, Mediaco shall promptly reimburse Emmis for all costs and expense directly attributable to the Leased Employees for their performance of the Services in an amount equal to Emmis’ actual out-of-pocket cost incurred in connection with the provision of the Services by the Leased Employees, which reimbursement shall include without limitation the Leased Employees’ salary and/or hourly wages earned for the performance of the Services (reduced by an amount appropriately reflective of the time spent by any Leased Employee on Support Services), bonuses awarded at the discretion and recommendation of Mediaco for the performance of the Services and/or as set forth in a written employment agreement (if any), and Emmis’ actual out-of-pocket cost incurred in connection with benefits (including the actual out-of-pocket expense of any drawing under self-insured health claims (less any Letter of Credit, the Issuing Lender will promptly notify the Company and the Administrative Agent. The Borrowers shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is stop loss reimbursements received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M.Emmis), otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such requestworkers’ compensation expenses, such Revolving Lender shallunemployment compensation expenses, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lenderseverance expenses, and the right employer portion of premiums and administrative fees under all benefits provided, including self-insured health coverage, life insurance coverage and long-term disability coverage), employer portion of employment taxes, costs associated with certain Leased Employees’ authorizations to live and work in the Issuing Lender United States), and other expense reimbursement (including out-of-pocket expenses attributable to receive claims involving Leased Employees, unless the sameallegations relate primarily to the conduct of employees of Emmis or any Affiliate thereof who are not Leased Employees, shall but solely with respect to conduct that occurred during the Term and is not subject to indemnity by Emmis under Section 7(c)), all such amounts to be absolute and unconditionalscheduled in advance to the extent practicable. For the avoidance of doubt, Emmis shall not be affected entitled to receive from Mediaco reimbursement for (i) any wages, benefits costs or expenses of Emmis employees who are not Leased Employees, (ii) any out-of-pocket expenses incurred by Emmis in the conduct of those portions of Emmis’ business that are not related to Mediaco, (iii) any circumstance whatsoever and without regard payments or benefits triggered by or otherwise relating to the termination of transactions contemplated by this Agreement, the Management Agreement or the Commitments hereunderContribution Agreement, including without limitation the existence vesting, funding, or settlement of a Default any equity or Event of Default or the acceleration equity-based compensation and any bonus paid in connection with this transaction, including such items referenced in Section 5.21(j) of the Obligations hereunder and Contribution Agreement or (iv) any reimbursement for any withdrawal liability incurred or triggered by Emmis or its ERISA Affiliates (as defined in the Contribution Agreement) under ERISA (as defined in the Contribution Agreement) including any contingent or secondary withdrawal liability to any “multiemployer plan” (as defined in Section 3(37) of ERISA) (a “Multiemployer Plan”), but shall be made without entitled to reimbursement for any offsetout-of-pocket costs incurred by Emmis with respect to Leased Employees that are incremental to the costs and expenses Emmis would otherwise incur with respect to its employees who are not Leased Employees (e.g., abatement, withholding or reduction whatsoeverpro rata share of health and employer’s liability insurance).

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the Business Day immediately following the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the next following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations, in which event any such drawing shall not automatically bear interest at the Default Rate. The Borrowers’ Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of ------------- Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Swingline Loan or Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Swingline Loan, or if and to the extent Swingline Loans shall not be available, a Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving 's LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 P.M. Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC DocumentsDocuments if the Borrower shall have been given notice of such drawing by 12:00 Noon and otherwise on the next Business Day after such drawing if the Borrower shall have been given notice of such drawing after 12:00 Noon. If the Borrowers Borrower shall be given notice of a drawing by 12:00 Noon and shall fail to reimburse the Issuing Lender as provided hereinon the same date of such notice, the unreimbursed amount of such drawing shall automatically bear interest from the date of notice until payment in full at a per annum rate equal to the ABR Default Rate. If the Borrower shall be given notice of a drawing after 12:00 Noon, the unreimbursed amount of such drawing shall bear interest from the date of notice until the next Business Day at a per annum rate equal to the Alternate Base Rate plus the Applicable Percentage and if the Borrower shall fail to reimburse the Issuing Lender on such next Business Day, the unreimbursed amount of such drawing shall bear interest from the Business Day succeeding the date of notice until payment in full at a per annum rate equal to the ABR Default Rate. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit; provided that the Borrower shall not be deemed to have waived any claims it may have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person and may separately pursue such claims after payment of such Reimbursement Obligations. The Administrative Agent Issuing Lender will promptly notify the other Administrative Agent (which shall promptly notify the Revolving Lenders Lenders) of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay fund its Revolving Participation Interest therein by paying to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any request for a drawing or any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Company Borrower as to the amount to be paid as a result of such drawing and the Administrative Agent. The Borrowers shall reimburse date such payment is to be made by the applicable Issuing Lender on (the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents“Payment Date”). If the Borrowers shall fail to reimburse Commitments remain in effect on the Issuing Lender as provided hereinPayment Date, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to Borrower shall, unless the Default Rate. Unless Borrower otherwise instructs the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lenderby not less than one Business Day’s prior notice, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing Revolving Loan at the Base Rate in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower shall reimburse the applicable Issuing Lender on the Payment Date either with the proceeds of a Revolving Loan obtained hereunder or otherwise in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the applicable Issuing Lender as provided hereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Base Rate plus two percent (2%). The Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of (but without waiver of) any rights of set-off, counterclaim or defense to payment that the Borrowers applicable account party or the Borrower may claim or have against the Issuing LenderLenders, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, any defense based on any failure of the Borrowers applicable account party or the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent applicable Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the applicable Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent applicable Issuing Lender if such notice is received at or before 2:00 P.M.p.m., otherwise such payment shall be made at or before 12:00 P.M. Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the applicable Issuing Lender interest on the unpaid amount during the period from the date of such the Lender received the notice regarding the unreimbursed drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the applicable Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the applicable Issuing Lender, and the right of the applicable Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the applicable Issuing Lender, such Lender shall, automatically and without any further action on the part of the applicable Issuing Lender or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the applicable Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on within one (1) Business Day of the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateAlternate Base Rate plus the Applicable Percentage plus two percent (2%). Unless the Company Borrower shall immediately promptly notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Revolving Letter of Credit, the Revolving Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Revolving Issuing Lender on the day of drawing under any Revolving Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC DocumentsDocuments if the Borrower shall have been given notice of such drawing by 12:00 Noon and otherwise on the next Business Day after such drawing if the Borrower shall have been given notice of such drawing after 12:00 Noon. If the Borrowers Borrower shall be given notice of a drawing by 12:00 Noon and shall fail to reimburse the Revolving Issuing Lender as provided hereinon the same date of such notice, the unreimbursed amount of such drawing shall automatically bear interest from the date of notice until payment in full at a per annum rate equal to the ABR Default Rate. If the Borrower shall be given notice of a drawing after 12:00 Noon, the unreimbursed amount of such drawing shall bear interest from the date of notice until the next Business Day at a per annum rate equal to the Alternate Base Rate plus the Applicable Percentage and if the Borrower shall fail to reimburse the Revolving Issuing Lender on such next Business Day, the unreimbursed amount of such drawing shall bear interest from the Business Day succeeding the date of notice until payment in full at a per annum rate equal to the ABR Default Rate. Unless the Company Borrower shall immediately notify the Revolving Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Revolving Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (ed) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Revolving Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Revolving Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Revolving Letter of Credit; provided that the Borrower shall not be deemed to have waived any claims it may have against the Revolving Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Revolving Letter of Credit drawn upon or any other Person and may separately pursue such claims after payment of such reimbursement obligations. The Administrative Agent Revolving Issuing Lender will promptly notify the other Administrative Agent (which shall promptly notify the Revolving Lenders Lenders) of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay fund its Revolving Participation Interest therein by paying to the Administrative Agent for the account of the Revolving Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Revolving Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Revolving Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Revolving Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Revolving Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Revolving Issuing Lender, and the right of the Revolving Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Administrative Agent and the Company. Unless the Company shall immediately notify the Administrative AgentAgent and the Issuing Lender that the Company intends to otherwise reimburse the Issuing Lender through the Administrative Agent for such drawing, the Company shall be deemed to have requested that the Lenders make Revolving Loans totaling the amount of the drawing as provided in subsection (e) below on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrowers shall Company promises to reimburse the Issuing Lender on the day Business Day of any drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrowers Company shall fail to reimburse the Issuing Lender as provided hereinhereinabove, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless ABR plus the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement ObligationsApplicable Margin for ABR Loans that are Revolving Loans plus 2%. The Borrowers’ Reimbursement Obligations Company's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrowers Company may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Company or any of its Consolidated Subsidiaries to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders Administrative Agent of the amount of any unreimbursed drawing and each Revolving the Administrative Agent shall promptly notify the Lenders of such amount of any unreimbursed drawing. Each Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and Lender in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage 's Pro Rata Share of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M.P.M. (New York, New York time); otherwise such payment shall be made at or before 12:00 P.M. Noon (New York, New York time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate (as defined in the definition of "ABR") and thereafter at a rate equal to the Alternate Base RateABR. Each Revolving Lender’s 's obligation to make such payment to the Administrative Agent for the benefit of the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Company hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Lender (through the Administrative Agent), such Lender shall, automatically and without any further action on the part of the Issuing Lender or such Lender, acquire a Participation Interest in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Company with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on or before the day Business Day immediately following the date on which it has received notice of any drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall constitute a Payment Event of Default and automatically bear interest at a per annum rate equal to the Default RateRate subject to Section 2.8(b). Unless the Company Borrower shall immediately promptly notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Swingline Loan or Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateAlternate Base Rate plus two percent (2%). Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Swingline Loan, or if and to the extent Swingline Loans shall not be available, a Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving 's LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 P.M. Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company Borrower shall immediately promptly notify the Issuing Lender and the Administrative Agent of its intent intention to otherwise reimburse the Issuing LenderLender directly for such drawing, the Borrowers Borrower shall be deemed to have requested a an LOC Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. If the Borrower elects to reimburse the Issuing Lender directly, it shall do so on the date of such drawing under the applicable Letter of Credit in same day funds (and Section 2.9 shall not be applicable to such direct reimbursement to the Issuing Lender). If the Borrower shall fail, after giving such notice, to directly reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate two percent (2%) greater than the rate which would otherwise be applicable to Loan for so long as such amount shall be unreimbursed. The Borrowers’ Reimbursement Obligations Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving applicable Lenders of the amount of any unreimbursed drawing and each Revolving applicable Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Philadelphia, Pennsylvania time), otherwise such payment shall be made at or before 12:00 P.M. Noon (Philadelphia, Pennsylvania time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a per annum rate equal 2% greater than the rate which would otherwise be applicable to the Alternate Base RateLoan. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company and the Administrative Agent. The Borrowers Company shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Company shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateAlternate Base Rate plus the Applicable Percentage for Revolving Loans that are Base Rate Loans plus two percent (2%) for so long as such amount shall be unreimbursed. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Company shall be deemed to have requested a Revolving Loan (a “Mandatory LOC Borrowing Borrowing”) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Company’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Company may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Company to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.p.m. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 P.M. Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Borrower Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of ------------- Credit, the Issuing Lender will promptly notify Deltic or Del-Tin, as the Company and case may be. Deltic or Del-Tin, as the Administrative Agent. The Borrowers case may be, shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) otherwise in same day funds as provided herein or in the LOC Documents. If Unless Deltic or Del-Tin, as the Borrowers shall fail to reimburse the Issuing Lender as provided hereincase may be, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, Deltic or Del-Tin, as the Borrowers case may be, shall be deemed to have requested a Mandatory LOC Borrowing Revolving Loan at the Adjusted Base Rate in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations If Deltic or Del-Tin, as the case may be, cannot satisfy the conditions precedent for a Revolving Loan pursuant to Section 5.2 or otherwise shall fail to reimburse the Issuing Lender as provided hereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Adjusted Base Rate plus two percent (2%). Deltic's or Del-Tin's, as the case may be, reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of (but without waiver of) any rights of set-off, counterclaim or defense to payment the Borrowers applicable account party or Deltic or Del-Tin, as the case may be, may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, any defense based on any failure of the Borrowers applicable account party, Deltic or Del-Tin, as the case may be, to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders LOC Participants of the amount of any unreimbursed drawing and each Revolving Lender LOC Participant shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such LOC Participant's Revolving Lender’s Revolving Loan Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.p.m., otherwise such payment shall be made at or before 12:00 P.M. Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender LOC Participant does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender LOC Participant shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such the LOC Participant received the notice regarding the unreimbursed drawing until such Revolving Lender LOC Participant pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s LOC Participant's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a LOC Participant to the Issuing Lender, such LOC Participant shall, automatically and without any further action on the part of the Issuing Lender or such LOC Participant, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing by such LOC Participant to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against Deltic or Del-Tin, as the case may be, with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company Borrower shall immediately immediately, upon notification of a drawing under any Letter of Credit, notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. If the Borrower shall fail to reimburse the Issuing Lender after notifying the Issuing Lender and the Administrative Agent of its intent to reimburse the Issuing Lender pursuant to the immediately previous sentence, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. The Borrowers’ Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing drawing, and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding withholding, or reduction whatsoever.

Reimbursement. In the event Borrowers shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any drawing under kind, to reimburse Agent or the issuer for any Letter of Credit, the Issuing amounts paid with respect to a Lender will promptly notify the Company and the Administrative Agent. The Borrowers shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior including all fees, costs and expenses paid to 3:00 P.M. on a Business Day orany bank that issues Bank Letters of Credit. Borrowers hereby authorize and direct Agent, if after 3:00 P.M.at Agent's option, on to debit each Borrower's Loan Account (by increasing the following Business Day (either principal balance of the Revolving Loan) in the amount of any payment made with respect to any Lender Letter of Credit issued for the account of such Borrower. All amounts paid with respect to any Lender Letter of Credit that are not immediately repaid by Borrowers with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in otherwise shall bear interest at the LOC DocumentsDefault Rate applicable to Revolving Loans. If In the event that Borrowers shall fail to reimburse Agent on the Issuing date of any payment under a Lender as provided hereinLetter of Credit in an amount equal to the amount of such payment, Agent shall promptly notify each Lender of the unreimbursed amount of such drawing payment together with accrued interest thereon and each Lender, on the next Business Day, shall automatically bear interest at a per annum rate deliver to Agent an amount equal to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing respective participation in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationssame day funds. The Borrowers’ Reimbursement Obligations hereunder obligation of each Lender to deliver to Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional under all circumstances irrespective and such remittance shall be made notwithstanding the occurrence or continuation of any rights an Event of set-off, counterclaim Default or defense to payment the Borrowers may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers to receive consideration Default or the legality, validity, regularity or unenforceability of failure to satisfy any condition set forth in Section 3. In the Letter of Credit. The Administrative event any Lender fails to make available to Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage 's participation in such Lender Letter of such unreimbursed drawing. Such payment Credit, Agent shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay entitled to recover such amount to on demand from such Lender together with interest at the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of ------------- Credit, the Issuing Lender will promptly notify the Company and Borrower. Thereafter, unless the Administrative AgentBorrower shall promptly notify the Issuing Lender that the Borrower intends to otherwise reimburse the Issuing Lender for such drawing, the Borrower shall be deemed to have requested that the Lenders make a Revolving Loan in the amount of the drawing as provided in subsection (e) hereof on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrowers shall Borrower agrees to reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided hereinhereinabove, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless Base Rate plus the Company shall immediately notify sum of (i) the Issuing Lender Applicable Percentage and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (eii) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationstwo percent (2%). The Borrowers’ Reimbursement Obligations Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage 's pro rata share of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time) otherwise such payment shall be made at or before 12:00 P.M. Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Lender, such Lender shall, automatically and without any further action on the part of the Issuing Lender or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower in accordance with the terms hereof with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in the Currency of such drawing and in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the ABR Default Rate. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Revolving Loan in the Currency and the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the Currency and amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars such Currency and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations Loans hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, ------------- the Issuing Lender will promptly notify the Company and the Administrative AgentBorrower. The Borrowers shall Borrower promises to reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder as provided in subsection (e) below or otherwisewith funds from other sources) in same day funds funds. Unless the Borrower shall immediately notify the Issuing Lender that the Borrower intends to reimburse the Issuing Lender for such drawing from other sources of funds, the Borrower shall be deemed to have requested that the Lenders make a Revolving Loan as provided herein or in subsection (e) below in the LOC Documentsamount of the drawing on the related Letter of Credit and the proceeds of such Loan will be used to reimburse the Issuing Lender for such drawing. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided hereinhereinabove, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateAdjusted Base Rate plus 2%. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. ---- The Borrowers’ Reimbursement Obligations Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, including any defense based on any failure of the Borrowers Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s 's Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time) on a Business Day and otherwise such payment shall be made at or before 12:00 P.M. Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payment of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to and, if paid thereafter, the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and whatsoever, shall be satisfied without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Lender, such Lender shall, automatically and without any further action on the part of the Issuing Lender or such Lender, acquire a Participation Interest in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the unreimbursed drawn portion of the related Letter of Credit, in the interest on the LOC Obligations in respect thereof and the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Parent Borrower and the Administrative Agent. The Borrowers jointly and severally shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the ABR Default RateRate for so long as such amount shall be unreimbursed. Unless the Company Borrowers shall immediately notify the Issuing Lender and the Administrative Agent of its their intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Revolving Loan (a "Mandatory LOC Borrowing Borrowing") in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations ' reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers any Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers any Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving 's LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.p.m., otherwise such payment shall be made at or before 12:00 P.M. Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Borrowers' Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In Landlord shall disburse the event Tenant Improvement Allowance by, in its sole discretion, reimbursing Tenant for Tenant Improvement Costs, or paying the Tenant Improvement Costs directly to Tenant’s architects, engineers or contractors. If Landlord elects to pay the Tenant Improvement Costs directly to Tenant’s architects, engineers and contractors, then Tenant shall work in good faith to facilitate such payments. Regardless of Landlord’s election, Landlord shall reimburse or pay (as the case may be) the Tenant Improvement Costs as follows: (i) following Tenant’s commencement of construction of the Tenant Improvement Work following receipt of the building permit and reasonable satisfaction of insurance requirements including as specified above and in Sections 10, 13, and 18 of the Lease; and (ii) upon Landlord’s receipt, from time to time, of (x) copies of invoices from Tenant’s architects, engineers or contractors for work and services performed and materials supplied to the date(s) specified on such invoices (each such date, an “Effective Date”), (y) customary conditional lien waivers executed by Tenant’s architects, engineers and contractors waiving any drawing under any Letter of Creditlien for work performed or materials supplied through the Effective Date and (iii) (for each subsequent payment) unconditional lien waivers for the prior payment. Notwithstanding the foregoing, the Issuing Lender will promptly notify final 10% of the Company and Tenant Improvement Allowance shall be due only when the Administrative Agent. The Borrowers shall reimburse Tenant Improvement Work for the Issuing Lender on Project for which that 10% is otherwise payable has been substantially completed (other than punchlist items which remain to be done, the day non-completion of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on which do not prevent the following Business Day (either with the proceeds issuance of a Revolving Loan obtained hereunder temporary certificate of occupancy or otherwise) in same day funds as provided herein unreasonably interfere with Tenant’s use or in the LOC Documents. If the Borrowers shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount occupancy of the drawing Premises or Project, as provided in subsection applicable) and Tenant has delivered to Landlord all of Items (ei) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two – (2vi) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.below:

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. 11:00 A.M. on a Business Day or, if after 3:00 P.M.11:00 A.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the ABR Default Rate. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.. ​ ​

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company and Borrowers. Unless the Administrative AgentBorrowers shall immediately notify the Issuing Lender that the Borrowers intend to otherwise reimburse the Issuing Lender for such drawing, the Borrowers shall be deemed to have requested that the Revolving Lenders make a Revolving Loan in the amount of the drawing as provided in subsection (e) hereof on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrowers shall promise to reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrowers shall fail to reimburse the Issuing Lender as provided hereinhereinabove, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless Base Rate plus the Company shall immediately notify sum of (i) the Issuing Lender , Applicable Percentage for Base Rate Loans in effect from time to time and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (eii) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationstwo percent (2%). The Borrowers’ Reimbursement Obligations ' reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrowers may claim or have against the Issuing Lender, the Administrative Agent, the Revolving Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit; provided, however, that the Borrowers are not deemed to have waived such rights by payment. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars dollars and in immediately available funds, the amount of such Revolving Lender’s 's pro rata share (based upon the Revolving Commitment Percentage of such Revolving Lender) of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time), and otherwise such payment shall be made at or before 12:00 P.M. Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing payment was due until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrowers hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Revolving Lender to the Issuing Lender, such Revolving Lender shall, automatically and without any further action on the part of the Issuing Lender or such Revolving Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the i nterest thereon and in the related LOC Documents.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Swingline Loan or Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateAlternate Base Rate plus two percent (2%). Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Swingline Loan, or if and to the extent Swingline Loans shall not be available, a Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving 's LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 P.M. Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event US Borrowers shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any drawing under kind (including for purposes of Section 10), to reimburse any US L/C Issuer on demand in immediately available funds for any amounts paid by such US L/C Issuer with respect to a US Letter of Credit, including all reimbursement payments, Fees, Charges, costs and expenses paid by such US L/C Issuer, without duplication of fees otherwise paid by any US Borrower. Each US Borrower hereby authorizes and directs US Agent, at US Agent’s option, to debit such US Borrower’s accounts (by increasing the Issuing Lender will promptly notify outstanding principal balance of the Company and US Revolving Credit Advances made to such US Borrower) in the Administrative Agent. The Borrowers shall reimburse the Issuing Lender on the day amount of drawing under any payment made by any US L/C Issuer with respect to any US Letter of Credit if notified prior and to 3:00 P.M. pay such amounts to such US L/C Issuer, and a Notice of US Revolving Credit Advance requesting a US Index Rate Loan in such amount shall be deemed to have been timely given on such date. All amounts paid by a Business Day or, if after 3:00 P.M., on the following Business Day (either US L/C Issuer with respect to any US Letter of Credit that are not immediately repaid by US Borrowers with the proceeds of a US Revolving Credit Advance or otherwise shall bear interest payable on demand at the interest rate applicable to US Revolving Credit Advances which are US Index Rate Loans plus, at the election of US Agent or Requisite Lenders, an additional two percent (2.00%) per annum. Each US Lender agrees to fund its Pro Rata Share of any US Loan obtained hereunder or otherwise) made pursuant to this Section 1.1(b)(ii). In the event US Agent elects not to debit a US Borrower’s account, such US Borrower fails to reimburse the applicable US L/C Issuer in same day funds as provided herein or full on the date of any payment in respect of a US Letter of Credit for the LOC Documents. If benefit of such US Borrower and the other US Borrowers shall fail to reimburse the Issuing Lender as provided herein, applicable US L/C Issuer in full on the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective date of any rights payment in respect of set-off, counterclaim or defense to payment the Borrowers may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers to receive consideration or the legality, validity, regularity or unenforceability of the a US Letter of Credit. The Administrative , US Agent will shall promptly notify the other Revolving Lenders each US Lender of the amount of any such unreimbursed drawing payment and the accrued interest thereon and each Revolving US Lender, on the next Business Day prior to 3:00 p.m. (New York time), shall deliver to US Agent an amount equal to its Pro Rata Share thereof in same day funds. Each US Lender shall promptly hereby absolutely and unconditionally agrees to pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of applicable US L/C Issuer upon demand by such Revolving US L/C Issuer such US Lender’s Revolving Commitment Percentage Pro Rata Share of each payment made by such unreimbursed drawing. Such payment shall be made on the US L/C Issuer in respect of a US Letter of Credit and not reimbursed within one (1) Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at US Borrowers or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account satisfied through a debit of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base RateUS Borrowers’ account. Each Revolving Lender’s obligation US Lender acknowledges and agrees that its obligations pursuant to make such payment to the Issuing Lender, and the right this subsection in respect of the Issuing Lender to receive the same, shall be US Letters of Credit are absolute and unconditional, unconditional and shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunderwhatsoever, including setoff, counterclaim, the existence occurrence and continuance of a Default or an Event of Default or the acceleration any failure by Borrowers to satisfy any of the Obligations hereunder and conditions set forth in Section 2.2. If any US Lender fails to make available to any US L/C Issuer the amount of such US Lender’s Pro Rata Share of any payments made by such US L/C Issuer in respect of a US Letter of Credit as provided in this Section 1.1(b)(ii), the applicable US L/C Issuer shall be made without any offset, abatement, withholding or reduction whatsoeverentitled to recover such amount on demand from such US Lender together with interest at the US Index Rate.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company and Borrower. Unless the Administrative AgentBorrower shall immediately notify the Issuing Lender that it intends to otherwise reimburse the Issuing Lender for such drawing, the Borrower shall be deemed to have requested that the Revolving Lenders make a Revolving Loan in the amount of the drawing as provided in subsection (d) below on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrowers shall Borrower promises to reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided hereinhereinabove, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless Base Rate plus the Company shall immediately notify sum of (i) the Issuing Lender Applicable Percentage and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (eii) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationstwo percent (2%). The Borrowers’ Reimbursement Obligations Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s 's Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time) otherwise such payment shall be made at or before 12:00 P.M. Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Revolving Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.. Simultaneously with the making of each such payment by a Revolving Lender to the Issuing Lender, such Revolving Lender shall, automatically and

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Company and the Administrative Agent. The Borrowers shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateBorrower. Unless the Company Borrower shall immediately notify the such Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the such Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Revolving Loan at the Adjusted Base Rate in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit either with the proceeds of a Revolving Loan obtained hereunder or otherwise in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse an Issuing Lender as provided hereinabove (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower or any other Credit Party), the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Adjusted Base Rate plus two percent (2%). The Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of (but without waiver of) any rights of set-off, counterclaim or defense to payment the Borrowers applicable account party or the Borrower may claim or have against the an Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, any defense based on any failure of the Borrowers applicable account party, the Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s 's Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.p.m. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 P.M. Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such the Lender received the notice regarding the unreimbursed drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Lender, such Lender shall, automatically and without any further action on the part of the Issuing Lender or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower and the other Credit Parties with respect thereto.

Reimbursement. In Whenever any member of the event Lender Group shall sustain or incur any losses (including losses of anticipated profits) or out-of-pocket expenses in connection with (a) failure by the Borrower to borrow or continue any Eurodollar Loan, or convert any Base Rate Loan to a Eurodollar Loan, in each case, after having given notice of its intention to do so in accordance with Section 2.2 (whether by reason of the election of the Borrower not to proceed or the non-fulfillment of any drawing under of the conditions set forth in this Agreement), or (b) prepayment of any Letter Eurodollar Loan in whole or in part for any reason other than at the end of Creditthe applicable Eurodollar Loan Period for such Eurodollar Loan or (c) failure by the Borrower to prepay any Eurodollar Loan after giving notice of its intention to prepay such Eurodollar Loan, the Issuing Borrower agrees to pay to such Lender, promptly upon such Lender’s demand therefor, an amount sufficient to compensate such Lender will promptly notify for all such losses and out-of-pocket expenses. Such Lender’s good faith determination of the Company and the Administrative Agent. The Borrowers shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing losses and out-of-pocket expenses, absent manifest error, shall automatically bear interest at be binding and conclusive. Losses subject to reimbursement hereunder shall include, without limitation, expenses incurred by any Lender Group member or any participant of such Lender Group member permitted hereunder in connection with the re-deployment of funds prepaid, repaid, not borrowed, or paid, as the case may be, and any lost profit of such Lender Group member or any participant of such Lender Group member over the remainder of the Eurodollar Loan Period for such prepaid Loan. For purposes of calculating amounts payable to a per annum rate equal to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing LenderGroup member under this paragraph, the Borrowers each applicable Lender Group member shall be deemed to have requested actually funded its relevant Eurodollar Loan through the purchase of a Mandatory LOC Borrowing deposit bearing interest at the Eurodollar Rate in an amount equal to the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Reimbursement Obligations hereunder shall be absolute that Eurodollar Loan and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing having a maturity and each Revolving Lender shall promptly pay repricing characteristics comparable to the Administrative Agent for the account relevant Eurodollar Loan Period; provided, however, that each applicable Lender Group member may fund each of the Issuing Lender, its Eurodollar Loans in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lenderany manner it sees fit, and the right of the Issuing Lender to receive the same, foregoing assumption shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to utilized only for the termination calculation of amounts payable under this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoeverSection.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. (New York time) on a Business Day or, if after 3:00 P.M.P.M. (New York time), on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M.P.M. (New York time), otherwise such payment shall be made at or before 12:00 P.M. (New York time) on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event US Borrowers shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any drawing under kind (including for purposes of Section 10), to reimburse any US L/C Issuer on demand in immediately available funds for any amounts paid by such US L/C Issuer with respect to each US Letter of Credit, including all reimbursement payments, Fees, Charges, costs and expenses paid by such US L/C Issuer, without duplication of fees otherwise paid by any US Borrower. Each US Borrower hereby authorizes and directs US Agent, at US Agent’s option, to debit such US Borrower’s accounts (by increasing the Issuing Lender will promptly notify outstanding principal balance of the Company and US Tranche A Revolving Credit Advances made to such US Borrower) in the Administrative Agent. The Borrowers shall reimburse the Issuing Lender on the day amount of drawing under any payment made by any US L/C Issuer with respect to any US Letter of Credit if notified prior and to 3:00 P.M. pay such amounts to such US L/C Issuer, and a Notice of US Tranche A Revolving Credit Advance requesting a US Index Rate Loan in such amount shall be deemed to have been timely given on such date. All amounts paid by a Business Day or, if after 3:00 P.M., on the following Business Day (either US L/C Issuer with respect to any US Letter of Credit that are not immediately repaid by US Borrowers with the proceeds of a US Tranche A Revolving Credit Advance or otherwise shall bear interest payable on demand at the interest rate applicable to US Tranche A Revolving Credit Advances which are US Index Rate Loans plus, at the election of US Agent or Requisite Lenders, an additional two percent (2.00%) per annum. Each US Tranche A Lender agrees to fund its Pro Rata Share of any US Tranche A Loan obtained hereunder or otherwise) made pursuant to this Section 1.1(b)(ii). In the event US Agent elects not to debit a US Borrower’s account, such US Borrower fails to reimburse the applicable US L/C Issuer in same day funds as provided herein or full on the date of any payment in respect of a US Letter of Credit for the LOC Documents. If benefit of such US Borrower and the other US Borrowers shall fail to reimburse the Issuing Lender as provided herein, applicable US L/C Issuer in full on the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective date of any rights payment in respect of set-off, counterclaim or defense to payment the Borrowers may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers to receive consideration or the legality, validity, regularity or unenforceability of the a US Letter of Credit. The Administrative , US Agent will shall promptly notify the other Revolving Lenders each US Tranche A Lender of the amount of any such unreimbursed drawing payment and the accrued interest thereon and each Revolving US Tranche A Lender shall promptly shall, prior to 3:00 p.m. (New York time) on the next Business Day deliver to US Agent an amount equal to its Pro Rata Share thereof in same day funds. Each US Tranche A Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of applicable US L/C Issuer upon demand by such Revolving US L/C Issuer such US Tranche A Lender’s Revolving Commitment Percentage Pro Rata Share of each payment made by such unreimbursed drawing. Such payment shall be made on the US L/C Issuer in respect of a US Letter of Credit and not reimbursed within one (1) Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at US Borrowers or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account satisfied through a debit of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base RateUS Borrowers’ account. Each Revolving Lender’s obligation US Tranche A Lender acknowledges and agrees that its obligations pursuant to make such payment to the Issuing Lender, and the right this subsection in respect of the Issuing Lender to receive the same, shall be US Letters of Credit are absolute and unconditional, unconditional and shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunderwhatsoever, including setoff, counterclaim, the existence occurrence and continuance of a Default or an Event of Default or the acceleration any failure by Borrowers to satisfy any of the Obligations hereunder and conditions set forth in Section 2.2. If any US Tranche A Lender fails to make available to any US L/C Issuer the amount of such US Tranche A Lender’s Pro Rata Share of any payments made by such US L/C Issuer in respect of a US Letter of Credit as provided in this Section 1.1(b)(ii), the applicable US L/C Issuer shall be made without any offset, abatement, withholding or reduction whatsoeverentitled to recover such amount on demand from such US Tranche A Lender together with interest at the US Index Rate.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company and the Administrative Agent. The Borrowers shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateBorrower. Unless the Company shall Borrower shall, upon receipt of such notice by the Issuing Lender, immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Revolving Loan at the Adjusted Base Rate in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower shall reimburse the Issuing Lender on the day it receives notice from the Issuing Lender of a drawing under any Letter of Credit with the proceeds of such Revolving Loan obtained hereunder or otherwise in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lender as provided hereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Adjusted Base Rate plus an additional two percent (2%). The Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of (but without waiver of) any rights of set-off, counterclaim or defense to payment that the Borrowers applicable account party or the Borrower may claim or have against the Issuing Lender, the Administrative an Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, any defense based on any failure of the Borrowers applicable account party, the Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders LOC Participants of the amount of any unreimbursed drawing and each Revolving Lender LOC Participant shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such LOC Participant's Revolving Lender’s Revolving Loan Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.p.m., otherwise such payment shall be made at or before 12:00 P.M. Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender LOC Participant does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender LOC Participant shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such the LOC Participant received the notice regarding the unreimbursed drawing until such Revolving Lender LOC Participant pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s LOC Participant's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a LOC Participant to the Issuing Lender, such LOC Participant shall, automatically and without any further action on the part of the Issuing Lender or such LOC Participant, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower and the other Credit Parties with respect thereto.

Reimbursement. In The Seller and the Purchaser, as the case may be, shall provide reimbursement for any Tax paid by one party (the “Reimbursed Party”) all or a portion of which is the responsibility of the other party (the “Reimbursing Party”) in accordance with the terms of this Section 6.02. Within a reasonable time prior to the payment of any such Tax or, in the case of a Tax that has been paid prior to the Closing, a reasonable time prior to the Closing, the party paying such Tax shall give notice to the other party of the Tax payable and the portion which is the liability of each party. Notwithstanding the preceding sentence, in the event that the Reimbursed Party receives written notice of any drawing under any Letter pending or threatened tax examination, audit or other administrative or judicial proceeding (a “Tax Contest”) that could reasonably be expected to result in a reimbursement obligation of Creditthe Reimbursed Party pursuant to this Section 6.02, the Issuing Lender will promptly Reimbursed Party shall notify the Company and the Administrative Agent. The Borrowers shall reimburse the Issuing Lender on the day Reimbursing Party in writing within thirty (30) calendar days of drawing under any Letter receipt of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentssuch notice. If the Borrowers shall fail Reimbursed Party fails to reimburse the Issuing Lender as provided herein, the unreimbursed amount of provide such drawing shall automatically bear interest at a per annum rate equal notice to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing LenderReimbursing Party, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, it shall not be affected by entitled to reimbursement for any circumstance whatsoever and without regard Taxes arising in connection with such Tax Contest, but only to the termination of this Agreement extent, if any, that such failure or delay shall have adversely affected the Commitments Reimbursing Party’s ability to defend against, settle, or satisfy any action, suit or proceeding against it, or any damage, loss, claim or demand for which the Reimbursed Party is entitled to reimbursement hereunder. If a Tax Contest relates to any Taxes for which the Reimbursing Party is liable in full hereunder, the existence Reimbursing Party may at its expense control the defense and settlement of a Default or Event such Tax Contest. If the Reimbursing Party declines to control the defense of Default or any Tax Contest, then the acceleration Reimbursed Party may control such Tax Contest; provided, that the Reimbursed Party shall not agree to any settlement thereof without the written consent of the Obligations hereunder Reimbursing Party, which shall not be unreasonably withheld. The party not in control of the defense shall have the right to be kept fully informed of any material developments and receive copies of all correspondence and shall have the right to observe the conduct of any Tax Contest (through attendance at meetings) at its own expense, including through its own counsel and other professional experts. The Reimbursed Party and the Reimbursing Party shall jointly represent and control any Tax Contest relating to Taxes for a Straddle Period, and fees and expenses related to such representation shall be made without any offset, abatement, withholding or reduction whatsoeverpaid proportionately by the Reimbursed Party and the Reimbursing Party.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Swingline Loan or Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the such Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateAlternate Base Rate plus the Applicable Percentage. Unless the Company Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the such Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Swingline Loan, or if and to the extent Swingline Loans shall not be available, a Revolving Loan in the amount of the drawing as provided in subsection (ec) hereofbelow, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the any Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent applicable Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the such Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving LOC Commitment Percentage of such unreimbursed drawing, unless the such Issuing Lender acted with gross negligence or willful misconduct in issuing such Letter of Credit. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent for the applicable Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 P.M. Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the applicable Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the applicable Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Administrative Agent for the account of the applicable Issuing Lender, and the right of the such Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Swingline Loan or Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateAlternate Base Rate plus two percent (2%). Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Swingline Loan, or if and to the extent Swingline Loans shall not be available, a Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving 's LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 P.M. Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Borrower Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of ------------- Credit, the Issuing Lender will promptly notify the Company and the Administrative Agent. The Borrowers shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateBorrower. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds. If the Borrower shall fail to reimburse the Issuing Lender as provided hereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate (computed on the basis of the actual number of days elapsed over a year of 360 days for each applicable day on which the Base Rate shall be determined on the basis of the Federal Funds Effective Rate and over a year of 365/66 days for each applicable day on which the Base Rate shall be determined on the basis of the Prime Rate) equal to the Base Rate plus two percent (2%). The Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower or any Restricted Subsidiary to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage 's pro rata share of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.p.m., Charlotte, North Carolina time, otherwise such payment shall be made at or before 12:00 P.M. noon, Charlotte, North Carolina time, on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate (computed on the basis of the actual number of days elapsed over a year of 360 days) and thereafter at a rate equal to the Alternate Base Rate (computed on the basis of the actual number of days elapsed over a year of 360 days for each applicable day on which the Base Rate shall be determined on the basis of the Federal Funds Effective Rate and over a year of 365/66 days for each applicable day on which the Base Rate shall be determined on the basis of the Prime Rate). Each Revolving Lender’s 's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Lender, such Lender shall, automatically and without any further action on the part of the Issuing Lender or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Swingline Loan or Revolving-1 Loan obtained hereunder or otherwise) in same day funds in the applicable Permitted Currency in which such Letter of Credit was denominated, as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the such Issuing Lender as provided herein, the unreimbursed amount Dollar Amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateAlternate Base Rate plus the Applicable Percentage. Unless the Company Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the such Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Swingline Loan or Dollar Revolving-1 Loan (in the amount case of a Dollar Letter of Credit) or Multi-currency Revolving-1 Loan (in the case of a Multi-currency Letter of Credit), in the Dollar Amount of the drawing as provided in subsection (e) hereofbelow, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the any Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent applicable Issuing Lender will promptly notify the other Revolving applicable Lenders of the amount Dollar Amount of any unreimbursed drawing and each Revolving applicable Lender shall promptly pay to the Administrative Agent for the account of the such Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving 's Dollar Revolving-1 Commitment Percentage or Multi-currency Revolving-1 Commitment Percentage, as applicable, of such unreimbursed drawing, unless such Issuing Lender acted with gross negligence or willful misconduct in issuing such Letter of Credit. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent for the applicable Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 P.M. Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the applicable Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Administrative, Agent for the account of the applicable Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Administrative Agent for the account of the applicable Issuing Lender, and the right of the such Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrowers and the Administrative Agent. The Borrowers shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Swingline Loan or a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company Borrowers shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations ' reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit; provided, however, that the Borrowers (or any other Credit Party) shall not be obligated to reimburse the Issuing Lender or other Lender for any payment or indemnify the Issuing Lender or other Lender for any wrongful dishonor or any other matter to the extent resulting from acts or omissions constituting gross negligence or willful misconduct by the Issuing Lender or such other Lender. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving 's LOC Commitment Percentage of such unreimbursed drawing; provided, however, that such Lender shall not be obligated to reimburse the Issuing Lender or other Lender for any payment or indemnify the Issuing Lender or other Lender for any wrongful dishonor or any other matter to the extent resulting from acts or omissions constituting gross negligence or willful misconduct by such Issuing Lender or any other Lender. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 P.M. Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Swingline Loan or Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateAlternate Base Rate plus the Applicable Percentage. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Swingline Loan, or if and to the extent Swingline Loans shall not be available, a Revolving Loan in the amount of the drawing as provided in subsection (e) hereofbelow, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving 's LOC Commitment Percentage of such unreimbursed drawing, unless the Issuing Lender acted with gross negligence or willful misconduct in issuing such Letter of Credit. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 P.M. Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateRate until reimbursed. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit; provided that the foregoing shall not exonerate any Issuing Lender, the Administrative Agent or any other Lender from any liability to the Borrower or any other Credit Party or Subsidiary thereof resulting from such Issuing Lender’s, the Administrative Agent’s or such Lender’s gross negligence or willful misconduct. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. Noon on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided hereinherein (including through an automatic borrowing of Revolving Loans pursuant to the immediately succeeding sentence), the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Ratesum of the Alternate Base Rate plus the Applicable Percentage for Revolving Loans that are Alternate Base Rate Loans plus two percent (2%). Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving 's LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 P.M. Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company and Borrower. Unless the Administrative AgentBorrower shall immediately notify the Issuing Lender that the Borrower intends to otherwise reimburse the Issuing Lender for such drawing, the Borrower shall be deemed to have requested that the Lenders make a Revolving Loan in the amount of the drawing as provided in subsection (d) hereof on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrowers shall Borrower promises to reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided hereinhereinabove, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection Adjusted Base Rate plus two percent (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations2%). The Borrowers’ Reimbursement Obligations Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Issuing Lender will promptly notify the Administrative Agent (who will promptly notify the other Revolving Lenders Lenders) of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time) otherwise such payment shall be made at or before 12:00 P.M. Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Lender, such Lender shall, automatically and without any further action on the part of the Issuing Lender or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan or a Swingline Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateAlternate Base Rate plus two percent (2%). Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Swingline Loan, or if and to the extent Swingline Loans shall be unavailable, a Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 P.M. Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Swingline Loan or Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateBase Rate plus two percent (2%). Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Swingline Loan, or if and to the extent Swingline Loans shall not be available, a Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving 's LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 P.M. Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawingsuch request, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In Landlord shall disburse the event Tenant Improvement Allowance by, in its sole discretion, reimbursing Tenant for Tenant Improvement Costs, or paying the Tenant Improvement Costs directly to Tenant’s architects, engineers or contractors. If Landlord elects to pay the Tenant Improvement Costs directly to Tenant’s architects, engineers and contractors, then Tenant shall work in good faith to facilitate such payments. Regardless of Landlord’s election, Landlord shall reimburse or pay (as the case may be) the Tenant Improvement Costs as follows: (i) following Tenant’s commencement of construction of the Tenant Improvements following receipt of the building permit and reasonable satisfaction of insurance requirements including as specified above and in Sections 10, 13, and 18 of the Lease; and (ii) upon Landlord’s receipt, from time to time, of (x) copies of invoices from Tenant’s architects, engineers or contractors for work and services performed and materials supplied to the date(s) specified on such invoices (each such date, an “Effective Date”), (y) customary conditional lien waivers executed by Tenant’s architects, engineers and contractors waiving any drawing under any Letter of Creditlien for work performed or materials supplied through the Effective Date and (iii) (for each subsequent payment) unconditional lien waivers for the prior payment. Notwithstanding the foregoing, the Issuing Lender will promptly notify final 10% of the Company and Tenant Improvement Allowance shall be due only when the Administrative Agent. The Borrowers shall reimburse the Issuing Lender Tenant Improvements on the day Premises has been substantially completed (other than punchlist items which remain to be done, the non-completion of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on which do not prevent the following Business Day (either with the proceeds issuance of a Revolving Loan obtained hereunder temporary certificate of occupancy or otherwise) in same day funds as provided herein unreasonably interfere with Tenant’s use or in the LOC Documents. If the Borrowers shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount occupancy of the drawing as provided in subsection Premises) and Tenant has delivered to Landlord all of Items (ei) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two — (2vi) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.below:

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company and Borrower. Unless the Administrative AgentBorrower shall immediately notify the Issuing Lender of its intent to otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested a Revolving Loan at the Adjusted Base Rate in the U.S. Dollar Equivalent of the amount of the drawing, the proceeds of which will be used to satisfy the reimbursement obligations. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a such Revolving Loan obtained hereunder or otherwise) otherwise in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided hereinhereinabove, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless Base Rate plus the Company shall immediately notify Applicable Percentage for the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection Base Rate Loans that are Revolving Loans plus two percent (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations2%). The Borrowers’ Reimbursement Obligations Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of (but without waiver of) any rights of set-off, counterclaim or defense to payment the Borrowers applicable account party or the Borrower may claim or have against the Issuing Lender, the Administrative an Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, any defense based on any failure of the Borrowers applicable account party, the Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders LOC Participants of the amount of any unreimbursed drawing and each Revolving Lender LOC Participant shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such LOC Participant's Revolving Lender’s Revolving Loan Commitment Percentage of the U.S. Dollar Equivalent of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.12:00 Noon, otherwise such payment shall be made at or before 12:00 P.M. 2:00 p.m. on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender LOC Participant does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender LOC Participant shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such the LOC Participant received the notice regarding the unreimbursed drawing until such Revolving Lender LOC Participant pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s LOC Participant's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a LOC Participant to the Issuing Lender, such LOC Participant shall, automatically and without any further action on the part of the Issuing Lender or such LOC Participant, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower and the other Credit Parties with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender Bank will promptly notify the Company and applicable Borrower. Unless the Administrative Agent. The Borrowers applicable Borrower shall promptly notify the Issuing Bank that such Borrower intends to otherwise reimburse the Issuing Lender Bank for such drawing, such Borrower shall be deemed to have requested that the Lenders make a Revolving Loan in the amount of the drawing as provided in Section 3.5 on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. Each Borrower promises to reimburse the Issuing Bank on the day of drawing under any Letter of its Letters of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrowers such Borrower shall fail to reimburse the Issuing Lender Bank as provided hereinhereinabove, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateBase Rate plus the sum of (i) the Applicable Percentage for Base Rate Loans and (ii) two percent (2%). Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Reimbursement Obligations Each Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrowers such Borrower may claim or have against the Issuing LenderBank, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers such Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Bank will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Bank in Dollars and in immediately available funds, the amount of such Lender's Revolving Lender’s Revolving Credit Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent Issuing Bank if such notice is received at or before 2:00 P.M., P.M. otherwise such payment shall be made at or before 12:00 P.M. Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender Bank in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender Bank interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender Bank in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing LenderBank, and the right of the Issuing Lender Bank to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrowers hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Bank, such Lender shall, automatically and without any further action on the part of the Issuing Bank or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Bank) in the related unreimbursed drawing portion of the Letter of Credit Obligation and in the interest thereon and in the related Letter of Credit Documents, and shall have a claim against the Borrowers with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. 10:00 A.M. on a Business Day or, if after 3:00 P.M.10:00 A.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and shall be without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any U.S. Letter of Credit, the Issuing Lender will promptly notify the Company and the Administrative Agent. The Borrowers shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateU.S. Borrowers. Unless the Company U.S. Borrowers shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the U.S. Borrowers shall be deemed to have requested a Mandatory LOC Borrowing U.S. Revolving Loan made as a U.S. Base Rate Loan, in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The U.S. Borrowers shall reimburse the Issuing Lender on the day of drawing under any U.S. Letter of Credit either with the proceeds of a U.S. Revolving Loan obtained hereunder or otherwise in same day funds as provided herein or in the LOC Documents. If the U.S. Borrowers shall fail to reimburse the Issuing Lender as provided hereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the U.S. Base Rate, plus the sum of the Applicable Percentage for Base Rate Loans and two percent (2%). Subject to Section 2.2(k)(v), the U.S. Borrowers’ Reimbursement Obligations ' reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of (but without waiver of) any rights of set-off, counterclaim or defense to payment that the applicable account party or the U.S. Borrowers may claim or have against the Issuing Lender, the Administrative Agent, the U.S. Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, any defense based on any failure of the applicable account party, the U.S. Borrowers or any other U.S. Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving U.S. Lenders of the amount of any unreimbursed drawing and each Revolving U.S. Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such U.S. Lender's Revolving Lender’s Revolving Loan Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving U.S. Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.p.m., otherwise such payment shall be made at or before 12:00 P.M. Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving U.S. Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving U.S. Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such the U.S. Lender received the notice regarding the unreimbursed drawing until such Revolving U.S. Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate U.S. Base Rate. Each Revolving U.S. Lender’s 's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a U.S. Lender to the Issuing Lender, such U.S. Lender shall, automatically and without any further action on the part of the Issuing Lender or such U.S. Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the U.S. Borrowers and the other applicable U.S. Credit Parties with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a U.S. Revolving Loan or Canadian Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount (determined with reference to the Exchange Rate on the date of drawing in the case of any such amounts denominated in currencies other than Dollars) of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing U.S. Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Absent the gross negligence or willful misconduct of any such Person (IT BEING THE INTENTION OF THIS PROVISION THAT SUCH REIMBURSEMENT OBLIGATION WILL BE APPLICABLE REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE ORDINARY NEGLIGENCE OF ANY OF THE PARTIES BEING REIMBURSED), the Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.3:00 p.m. (Toronto, Ontario time), otherwise such payment shall be made at or before 12:00 P.M. 1:00 p.m. (Toronto, Ontario time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan or a Swingline Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateAlternate Base Rate plus two percent (2%). Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Swingline Loan, or if and to the extent Swingline Loans shall be unavailable, a Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Lender having a Revolving Lender Commitment shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.pay

Reimbursement. In the event of any drawing under any U.S. Letter of Credit, the U.S. Issuing Lender will promptly notify the Company Airgas and the Administrative U.S. Agent. The Borrowers shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company Airgas shall immediately notify the U.S. Issuing Lender and the Administrative Agent of its intent that Airgas intends to otherwise reimburse the U.S. Issuing LenderLender for such drawing, the Borrowers Airgas shall be deemed to have requested that the U.S. Revolving Lenders make a Mandatory LOC Borrowing U.S. Revolving Loan in the amount of the drawing as provided in subsection (e) hereofhereof on the related U.S. Letter of Credit, the proceeds of which will be used to satisfy the Reimbursement Obligationsrelated reimbursement obligations. The BorrowersAirgas promises to reimburse the U.S. Issuing Lender on the day of drawing under any U.S. Letter of Credit (either with the proceeds of a U.S. Revolving Loan obtained hereunder or otherwise) in same day funds. If Airgas shall fail to reimburse the U.S. Issuing Lender as provided hereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the U.S. Base Rate plus the sum of (i) the Applicable Percentage and (ii) two percent (2%). Airgas’ Reimbursement Obligations reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrowers Airgas may claim or have against the U.S. Issuing Lender, the Administrative U.S. Agent, the U.S. Revolving Lenders, the beneficiary of the U.S. Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Airgas to receive consideration or the legality, validity, regularity or unenforceability of the U.S. Letter of Credit. The Administrative U.S. Agent will promptly notify the other U.S. Revolving Lenders of the amount of any unreimbursed drawing under any U.S. Letter of Credit and each U.S. Revolving Lender shall promptly pay to the Administrative U.S. Agent for the account of the U.S. Issuing Lender, Lender in U.S. Dollars and in immediately available funds, the amount of such U.S. Revolving Lender’s Revolving Commitment Percentage pro rata share of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such U.S. Revolving Lender from the Administrative Agent U.S. Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time) otherwise such payment shall be made at or before 12:00 P.M. NOON (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such U.S. Revolving Lender does not pay such amount to the Administrative Agent for the account of the U.S. Issuing Lender in full upon such request, such U.S. Revolving Lender shall, on demand, pay to the Administrative U.S. Agent for the account of the U.S. Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such U.S. Revolving Lender pays such amount to the Administrative Agent for the account of the U.S. Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such U.S. Revolving Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate U.S. Base Rate. Each U.S. Revolving Lender’s obligation to make such payment to the U.S. Issuing Lender, and the right of the U.S. Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of Airgas hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a U.S. Revolving Lender to the U.S. Issuing Lender, such U.S. Revolving Lender shall, automatically and without any further action on the part of the U.S. Issuing Lender or such U.S. Revolving Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the U.S. Issuing Lender) in the related unreimbursed drawing portion of the U.S. LOC Obligation and in the interest thereon and in the related U.S. LOC Documents, and shall have a claim against Airgas with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.03(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.Letter

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Administrative Borrower and the Administrative Agent. The Borrowers Applicable Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Applicable Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateRate for Alternate Base Rate Loans set forth in Section 2.9. Unless the Company Administrative Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its the Applicable Borrower’s intent to otherwise reimburse the Issuing Lender, the Borrowers Applicable Borrower shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Applicable Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Applicable Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Revolving Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers Applicable Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.12:00 Noon, otherwise such payment shall be made at or before 12:00 P.M. Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company and Borrower. Unless the Administrative AgentBorrower shall immediately notify the Issuing Lender of its intent to otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested that the Lenders make a Revolving Loan in the amount of the drawing as provided in subsection (e) below on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a such Revolving Loan obtained hereunder or otherwise) otherwise in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided hereinhereinabove, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless Base Rate plus the Company shall immediately notify Applicable Percentage for the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection Base Rate Loans that are Revolving Loans plus two percent (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations2%). The Borrowers’ Reimbursement Obligations Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of (but without waiver of) any rights of set-off, counterclaim or defense to payment the Borrowers applicable account party or the Borrower may claim or have against the an Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, any defense based on any failure of the Borrowers applicable account party, the Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders LOC Participants of the amount of any unreimbursed drawing and each Revolving Lender LOC Participant shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such LOC Participant's Revolving Lender’s Revolving Loan Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.12:00 Noon, otherwise such payment shall be made at or before 12:00 P.M. Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender LOC Participant does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender LOC Participant shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such the LOC Participant received the notice regarding the unreimbursed drawing until such Revolving Lender LOC Participant pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s LOC Participant's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a LOC Participant to the Issuing Lender, such LOC Participant shall, automatically and without any further action on the part of the Issuing Lender or such LOC Participant, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower and the other Credit Parties with respect thereto.