Common use of Reimbursement Obligation Clause in Contracts

Reimbursement Obligation. With respect to each Letter of Credit, the Letter of Credit Account Party for which such Letter of Credit has been issued will pay Letter of Credit Issuing Bank, within one (1) Banking Day of demand at Letter of Credit Issuing Bank’s Principal Office, in immediately available funds, the amount required to reimburse Letter of Credit Issuing Bank in respect of Letter of Credit Issuing Bank’s payment of each Instrument applicable and/or relating to such Letter of Credit. Such reimbursement shall be made with interest from the date of Letter of Credit Issuing Bank’s payment of such Instrument to the date of reimbursement (i) in the event that such reimbursement is made within one (1) Banking Day of such demand, such interest shall be at the rate applicable to such Letter of Credit, and (ii) in the event that such reimbursement is made after one (1) Banking Day of such demand, such interest shall be at the Default Rate. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing Bank, on demand, in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debit.

Reimbursement Obligation. With Each Borrower agrees unconditionally, irrevocably and absolutely to pay immediately to the Administrative Agent, for the account of the Lenders, the amount of each advance drawn under or pursuant to any Letter of Credit or an L/C Draft related thereto and issued on its behalf (such obligation of each Borrower to reimburse the Administrative Agent for an advance made under any Letter of Credit or L/C Draft being hereinafter referred to as a “Reimbursement Obligation” with respect to such Letter of Credit or L/C Draft), each such reimbursement to be made by such Borrower no later than the Business Day on which the applicable Issuing Bank makes payment of each such L/C Draft or, if such Borrower shall have received notice of a Reimbursement Obligation later than 11:00 a.m. (Chicago time, or local time in the city of the applicable Eurocurrency Payment Office if such L/C is issued to the account of a Foreign Subsidiary Borrower), on any Business Day or on a day which is not a Business Day, no later than 11:00 a.m. (Chicago time, or local time in the city of the applicable Eurocurrency Payment Office if such L/C is issued to the account of a Foreign Subsidiary Borrower), on the immediately following Business Day or, in the case of any other draw on a Letter of Credit, the Letter date specified in the demand of Credit Account Party for which such Letter of Credit has been issued will pay Letter of Credit Issuing Bank. If any Borrower at any time fails to repay a Reimbursement Obligation pursuant to this Section 3.7, within one (1) Banking Day such Borrower shall be deemed to have elected to borrow Revolving Loans from the Lenders, as of demand at Letter the date of Credit Issuing Bank’s Principal Officethe advance giving rise to the Reimbursement Obligation, equal in immediately available funds, amount to the amount required to reimburse Letter Dollar Amount of Credit Issuing Bank in respect of Letter of Credit Issuing Bank’s payment of each Instrument applicable and/or relating to such Letter of Creditthe unpaid Reimbursement Obligation. Such reimbursement Revolving Loans shall be made with interest from as of the date of Letter the payment giving rise to such Reimbursement Obligation, automatically, without notice and without any requirement to satisfy the conditions precedent otherwise applicable to an Advance of Credit Issuing Bank’s payment Revolving Loans. Such Revolving Loans shall initially, until converted, constitute a Floating Rate Advance, the proceeds of such Instrument to the date of reimbursement (i) in the event that such reimbursement is made within one (1) Banking Day of such demand, such interest which Advance shall be at the rate applicable used to repay such Letter of Credit, and (ii) in the event that such reimbursement is made after one (1) Banking Day of such demand, such interest shall be at the Default Rate. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may requireReimbursement Obligation. If, for any causereason, any Borrower fails to repay a Reimbursement Obligation on the date of payment day such Reimbursement Obligation arises and, for any reason, the Lenders are unable to make or settlementhave no obligation to make Revolving Loans, as the case may bethen such Reimbursement Obligation shall bear interest from and after such day, there is no selling rate or other rate of exchange generally current until paid in New York for effecting such transfersfull, each applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter interest rate otherwise applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing Bank, on demand, in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates plus two percent (now or in the future2.0%) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debitper annum.

Reimbursement Obligation. With respect to each Letter of Credit, the Letter of Credit Account Party for which such Letter of Credit has been issued will pay Letter of Credit Issuing Bank, within one (1) Banking Day of on demand at Letter of Credit Issuing Bank’s 's Principal Office, in immediately available funds, the amount required to reimburse Letter of Credit Issuing Bank in respect of Letter of Credit Issuing Bank’s 's payment of each Instrument applicable and/or relating to such Letter of Credit. Such reimbursement shall be made with interest at the Default Rate from the date of Letter of Credit Issuing Bank’s payment 's demand for reimbursement of such Instrument to the date of reimbursement (i) in the event that such reimbursement is made within one (1) Banking Day of such demand, such interest shall be at the rate applicable to such Letter of Credit, and (ii) in the event that such reimbursement is made after one (1) Banking Day of such demand, such interest shall be at the Default Ratereimbursement. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s 's selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s 's settlement of its obligation, as Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s 's actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing Bank, on demand, in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debit.

Reimbursement Obligation. With respect to each Letter of Credit, the Letter of Credit Account Party for which such Letter of Credit has been issued The Borrower will pay Letter of Credit Issuing BankChase, within one (1) Banking Day of on demand at Letter of Credit Issuing Bank’s Chase's Principal Office, in immediately available funds, the amount required to reimburse Letter of Credit Issuing Bank Chase in respect of Letter of Credit Issuing Bank’s Chase's payment of each Instrument applicable and/or relating to such Letter of CreditInstrument. Such reimbursement shall be made with interest at the Default Rate on Revolving Credit Loans from the date of Letter of Credit Issuing Bank’s payment Chase's demand for reimbursement of such Instrument to the date of reimbursement (i) in the event that such reimbursement is made within one (1) Banking Day of such demand, such interest shall be at the rate applicable to such Letter of Credit, and (ii) in the event that such reimbursement is made after one (1) Banking Day of such demand, such interest shall be at the Default Ratereimbursement. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s Chase's selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s Chase's settlement of its obligation, as Letter of Credit Issuing Bank Chase may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party the Borrower will pay Letter of Credit Issuing Bank Chase on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s Chase's actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank Chase shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party The Borrower will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing BankChase, on demand, in Dollars, such amount as Letter of Credit Issuing Bank Chase may be or may have been required to expend on account of such regulations. HSBC Chase may debit, debit or direct any other Bank to debit, debit any account or accounts maintained by any other Letter of Credit Account Party the Borrower with any office of HSBC Chase or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party the Borrower to Letter of Credit Issuing Bank Chase hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debit.

Reimbursement Obligation. With respect To induce Issuing Bank to each Letter of Creditissue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrower agrees to pay or reimburse Issuing Bank (A) on the first (1st) Business Day after Issuing Bank notifies Administrative Agent and Borrower that it has made payment under a LC, the Letter of Credit Account Party for which such Letter of Credit has been issued will pay Letter of Credit amount paid by Issuing Bank, and (B) within one five (15) Banking Day of demand at Letter of Credit Issuing Bank’s Principal Office, in immediately available fundsBusiness Days after demand, the amount of any additional fees Issuing Bank customarily charges for amending LC Agreements, for honoring drafts under LCs, and for taking similar action in connection with letters of credit. If Borrower has not reimbursed Issuing Bank for any drafts paid by the date on which reimbursement is required under this Section, then Administrative Agent is irrevocably authorized to, and shall immediately, fund Borrower's reimbursement obligations as Base Rate Principal if and so long as no Default exists. The proceeds of the Loan shall be advanced directly to Issuing Bank to pay Borrower's unpaid reimbursement obligations. If a Default exists, then Borrower's reimbursement obligation shall constitute a demand obligation. Borrower's obligations under this Section are absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment that Borrower may have at any time against any Loan Party or any other Person. From the date that Issuing Bank pays a draft under a LC until Borrower either reimburses or is obligated to reimburse Letter of Credit Issuing Bank in respect for that draft under this Section, the amount of Letter of Credit such draft bears interest payable to Issuing Bank’s payment of each Instrument Bank at the rate then applicable and/or relating to such Letter of CreditBase Rate Principal. Such reimbursement shall be made with interest from From the due date of Letter of Credit Issuing Bank’s payment of such Instrument the respective amounts due under this Section, to the date of paid, unpaid reimbursement amounts accrue interest that is payable on demand at the Base Rate plus two percent (i) in the event that such reimbursement is made within one (1) Banking Day of such demand, such 2%). Such interest shall be at accrue for the rate applicable to such Letter of Creditactual days elapsed, and (ii) in including the event that such reimbursement is made after one (1) Banking Day of such demand, such interest shall be at first day but excluding the Default Rate. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing Bank, on demand, in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debitlast day.

Reimbursement Obligation. With respect to each Letter of Credit, the Letter of Credit Account Party for which such Letter of Credit has been issued The applicable Borrower will pay Letter of Credit Issuing BankChase, within one (1) Banking Day of on demand at Letter of Credit Issuing Bank’s Chase's Principal Office, in immediately available funds, the amount required to reimburse Letter of Credit Issuing Bank Chase in respect of Letter of Credit Issuing Bank’s Chase's payment of each Instrument applicable and/or relating to such instrument under a Letter of Credit. Such If reimbursed within two (2) Business Days after the Borrower is obligated to reimburse Chase, then such reimbursement shall be made with interest at the rate of interest on Revolving Credit Loans (plus the Margin) from the date of Letter of Credit Issuing Bank’s Chase's payment of such Instrument instrument to the date of the applicable Borrower's reimbursement (i) in the event that of Chase, and if reimbursed thereafter, such reimbursement is made within one (1) Banking Day of such demand, such interest shall be at the rate applicable to such Letter of Credit, and (ii) in the event that such reimbursement is made after one (1) Banking Day of such demand, such with interest shall be at the Default RateRate on Revolving Credit Loans from the date of Chase's payment of such instrument to the date of reimbursement. If the Instrument any instrument is payable in a foreign currency, such reimbursement shall be in Dollars United States currency at Letter of Credit Issuing Bank’s Chase's selling rate for cable transfers to the place of payment of the Instrument instrument current on the date of payment or of Letter of Credit Issuing Bank’s Chase's settlement of its obligation, as Letter of Credit Issuing Bank Chase may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each the applicable Letter of Credit Account Party Borrower will pay Letter of Credit Issuing Bank Chase on demand an amount in Dollars United States currency equivalent to Letter of Credit Issuing Bank’s Chase's actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank Chase shall make such settlement, with interest at the Prime Rate plus the Margin for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party Borrower will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument instrument or payments related thereto and will pay Letter of Credit Issuing BankChase, on demand, in Dollars, such amount as Letter of Credit Issuing Bank Chase may be or may have been required to expend on account of such regulations. HSBC Chase may debit, debit or direct any other Bank Lender, the Agent, or the Servicing Agent to debit, debit any account or accounts maintained by any other Letter of Credit Account Party such Borrower with any office of HSBC Chase or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debitLender.

Reimbursement Obligation. With respect To induce Administrative Agent to each Letter of Creditissue and maintain LCs and to induce Revolver Lenders to participate in issued LCs, Borrower agrees to pay or reimburse Administrative Agent (i) on the Letter of Credit Account Party for date on which such Letter of Credit has been issued will pay Letter of Credit Issuing Bank, within one (1) Banking Day of demand at Letter of Credit Issuing Bank’s Principal Office, in immediately available fundsany draft is presented under any LC, the amount required of any draft paid or to reimburse Letter of Credit Issuing Bank in respect of Letter of Credit Issuing Bank’s payment of each Instrument applicable and/or relating to such Letter of Credit. Such reimbursement shall be made with interest from the date of Letter of Credit Issuing Bank’s payment of such Instrument to the date of reimbursement (i) in the event that such reimbursement is made within one (1) Banking Day of such demand, such interest shall be at the rate applicable to such Letter of Credit, paid by Administrative Agent and (ii) promptly, upon demand, the amount of any fees (in addition to the fees described in SECTION 5) which Administrative Agent customarily charges to a Person similarly situated in the event that ordinary course of its business for amending LC Agreements, for honoring drafts under letters of credit, and taking similar action in connection with letters of credit. If Borrower has not reimbursed Administrative Agent for any drafts paid or to be paid within 24 hours of demand therefor by Administrative Agent, Administrative Agent is hereby irrevocably authorized to fund such reimbursement is made after one obligations as a Base Rate Borrowing under the Revolver Facility to the extent of availability under the Revolver Facility and if the conditions precedent in this Agreement for such a Borrowing (1OTHER THAN any notice requirements or minimum funding amounts) Banking Day have, to Administrative Agent's knowledge, been satisfied. The proceeds of such demand, such interest Borrowing under the Revolver Facility shall be advanced directly to Administrative Agent in payment of Borrower's unpaid reimbursement obligation. If for any reason, funds cannot be advanced under the Revolver Facility, then Borrower's reimbursement obligation shall continue to be due and payable. Borrower's obligations under this SECTION 2.5(c) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment which Borrower may have at any time against Administrative Agent or any other Person. From the date that Administrative Agent pays a draft under an LC until the related reimbursement obligation of Borrower is paid or funded by proceeds of a Borrowing, unpaid reimbursement obligations shall accrue interest at the Default Rate. If the Instrument is in foreign currency, such reimbursement which accrued interest shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing Bank, payable on demand, in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debit.

Reimbursement Obligation. With respect To induce each Issuing Lender to issue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrower agrees to pay or reimburse each Letter of Credit, Issuing Lender (i) on the Letter of Credit Account Party for which such Letter of Credit first Business Day after an Issuing Lender notifies Agent and Borrower that it has been issued will pay Letter of Credit Issuing Bank, within one (1) Banking Day of demand at Letter of Credit Issuing Bank’s Principal Office, in immediately available fundsmade payment under a LC, the amount required to reimburse Letter of Credit paid by that Issuing Bank in respect of Letter of Credit Issuing Bank’s payment of each Instrument applicable and/or relating to such Letter of Credit. Such reimbursement shall be made with interest from the date of Letter of Credit Issuing Bank’s payment of such Instrument to the date of reimbursement (i) in the event that such reimbursement is made within one (1) Banking Day of such demand, such interest shall be at the rate applicable to such Letter of Credit, Lender and (ii) within five Business Days after demand, the amount of any additional fees Issuing Lender customarily charges for amending LC Agreements, for honoring drafts under LCs, and for taking similar action in connection with letters of credit. If Borrower has not reimbursed that Issuing Lender for any drafts paid by the event that such date on which reimbursement is made after one required under this section, then Agent is irrevocably authorized to fund Borrower's reimbursement obligations as a Base-Rate Borrowing if proceeds are available under the Revolving Facility and if the conditions in this agreement for such a Borrowing (1OTHER THAN any notice requirements or minimum funding amounts) Banking Day have, to Agent's knowledge, been satisfied. The proceeds of such demand, such interest that Borrowing shall be advanced directly to that Issuing Lender to pay Borrower's unpaid reimbursement obligations. If funds cannot be advanced under the Revolving Facility, then Borrower's reimbursement obligation shall constitute a demand obligation. Borrower's obligations under this section are absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment that Borrower may have at any time against any Issuing Lender or any other Person. From the date that an Issuing Lender pays a draft under a LC until Borrower either reimburses or is obligated to reimburse that Issuing Lender for that draft under this section, the amount of that draft bears interest payable to that Issuing Lender at the rate then applicable to Base-Rate Borrowings. From the due date of the respective amounts due under this section, to the date paid (including any payment from proceeds of a Base-Rate Borrowing), unpaid reimbursement amounts accrue interest that is payable on demand at the Default Rate. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing Bank, on demand, in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debit.

Reimbursement Obligation. With respect To induce Issuing Lender to each Letter of Creditissue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrower agrees to pay or reimburse Issuing Lender (i) on the Letter of Credit Account Party for which such Letter of Credit first Business Day after an Issuing Lender notifies Administrative Agent and Borrower that it has been issued will pay Letter of Credit Issuing Bank, within one (1) Banking Day of demand at Letter of Credit Issuing Bank’s Principal Office, in immediately available fundsmade payment under an LC, the amount required to reimburse Letter of Credit paid by Issuing Bank in respect of Letter of Credit Issuing Bank’s payment of each Instrument applicable and/or relating to such Letter of Credit. Such reimbursement shall be made with interest from the date of Letter of Credit Issuing Bank’s payment of such Instrument to the date of reimbursement (i) in the event that such reimbursement is made within one (1) Banking Day of such demand, such interest shall be at the rate applicable to such Letter of Credit, Lender and (ii) within five Business Days after demand, the amount of any additional fees Administrative Agent customarily charges for amending LCs Agreements, for honoring drafts, and for taking similar action in connection with letters of credit. If Borrower has not reimbursed Issuing Lender for any drafts paid by the event that such date on which reimbursement is made after one required under this section, then Administrative Agent is irrevocably authorized to fund Borrower’s reimbursement obligations as a Base-Rate Borrowing under the Revolving Facility if proceeds are available under the Revolving Facility and if the conditions in this agreement for such a Borrowing (1other than any notice requirements or minimum funding amounts) Banking Day have, to Administrative Agent’s knowledge, been satisfied. The proceeds of such demand, such interest that Borrowing shall be advanced directly to Issuing Lender to pay Borrower’s unpaid reimbursement obligations. If funds cannot be advanced under the Revolving Facility, then Borrower’s reimbursement obligation shall constitute a demand obligation. Borrower’s obligations under this section are absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment that Borrower may have at any time against Issuing Lender or any other Person. From the date that Issuing Lender pays a draft under a LC until Borrower either reimburses or is obligated to reimburse Issuing Lender for that draft under this section, the amount of that draft bears interest payable to Issuing Lender at the rate then applicable to Base-Rate Borrowings. From the due date of the respective amounts due under this section, to the date paid (including any payment from proceeds of a Base-Rate Borrowing), unpaid reimbursement amounts accrue interest that is payable on demand at the Default Rate. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing Bank, on demand, in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debit.

Reimbursement Obligation. With respect To induce Issuing Bank to each Letter of Creditissue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrowers agree, jointly and severally, to pay or reimburse Issuing Bank (i) on the Letter of Credit Account Party for which such Letter of Credit second (2nd) Business Day after Issuing Bank notifies Administrative Agent and Borrowers that Issuing Bank has been issued will pay Letter of Credit Issuing Bank, within one (1) Banking Day of demand at Letter of Credit Issuing Bank’s Principal Office, in immediately available fundsmade payment under a LC, the amount required to reimburse Letter of Credit Issuing Bank in respect of Letter of Credit paid by Issuing Bank’s payment of each Instrument applicable and/or relating to such Letter of Credit. Such reimbursement shall be made with interest from the date of Letter of Credit Issuing Bank’s payment of such Instrument to the date of reimbursement (i) in the event that such reimbursement is made within one (1) Banking Day of such demand, such interest shall be at the rate applicable to such Letter of Credit, and (ii) within five (5) Business Days after demand, the amount of any additional fees Issuing Bank customarily charges for amending LCs Agreements, for honoring drafts under LCs, and for taking similar action in connection with letters of credit. If Borrowers have not reimbursed Issuing Bank for any drafts paid by the event that such date on which reimbursement is made after one required under this Section, then Administrative Agent is irrevocably authorized to fund Borrowers’ reimbursement obligations as a Base Rate Borrowing if the conditions in this Agreement for such a Borrowing (1other than any notice requirements or minimum funding amounts) Banking Day have, to Administrative Agent’s knowledge, been satisfied. Borrowers shall have the right to Convert such Base Rate Borrowing to a Eurodollar Borrowing pursuant to the terms and conditions set forth in Section 3.10. The proceeds of such demand, such interest that Borrowing shall be advanced directly to Issuing Bank to pay Borrowers’ unpaid reimbursement obligations. If funds cannot be advanced as a result of Borrowers’ failure to satisfy any condition precedent set forth in Section 5, then Borrowers’ reimbursement obligation shall constitute a demand obligation. Borrowers’ obligations under this Section are absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment that any Borrower may have at any time against Issuing Bank or any other Person. From the date that Issuing Bank pays a draft under a LC that is not repaid with a Borrowing as described above until Borrowers either reimburse or are obligated to reimburse Issuing Bank for that draft under this Section, the amount of that draft bears interest payable to Issuing Bank at the rate then applicable to Base Rate Borrowings. from the demand date of the respective amounts due under this Section, to the date paid (including any payment from proceeds of a Base Rate Borrowing), unpaid reimbursement amounts accrue interest that is payable on demand at the Default Rate. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing Bank, on demand, in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debit.

Reimbursement Obligation. With respect To induce that Issuer to each Letter of Creditissue and ------------------------ maintain BGs or LCs, UK Borrowers jointly and severally agree to pay or reimburse the Letter of Credit Account Party for which such Letter of Credit Issuer (i) on the first Business Day after the Issuer notifies Administrative Agent and UK Borrowers that it has been issued will pay Letter of Credit Issuing Bank, within one (1) Banking Day of demand at Letter of Credit Issuing Bank’s Principal Office, in immediately available fundsmade payment under a BG or LC, the amount required to reimburse Letter of Credit Issuing Bank in respect of Letter of Credit Issuing Bank’s payment of each Instrument applicable and/or relating to such Letter of Credit. Such reimbursement shall be made with interest from the date of Letter of Credit Issuing Bank’s payment of such Instrument to the date of reimbursement (i) in the event paid by that such reimbursement is made within one (1) Banking Day of such demand, such interest shall be at the rate applicable to such Letter of Credit, Issuer and (ii) within five Business Days after demand, the amount of any additional costs, expenses, and fees that Issuer customarily charges for amending LC Agreements, for honoring drafts under bank guarantees or letters of credit, and for taking similar action in connection with bank guarantees or letters of credit. If UK Borrowers have not reimbursed the event that such Issuer for any drafts paid by the date on which reimbursement is made after one required under this section, then Administrative Agent is irrevocably authorized to fund the UK Borrowers' reimbursement obligations as a Borrowing under the UK Facility if proceeds are available under the UK Facility and if the conditions in this agreement for such a Borrowing under the UK Facility (1other than any notice requirements or minimum funding amounts) Banking Day have, to Administrative Agent's knowledge, been satisfied. The proceeds of such demand, such interest that Borrowing shall be advanced directly to the Issuer to pay UK Borrowers' unpaid reimbursement obligations. If funds cannot be advanced under the UK Facility, then UK Borrowers' Credit Agreement ---------------- reimbursement obligation shall constitute a demand obligation. UK Borrowers' obligations under this section are absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment that either UK Borrower may have at any time against the Issuer or any other Person. From the date that the Issuer pays a draft under a BG or LC until the UK Borrowers either reimburse or are obligated to reimburse the Issuer for that draft under this section, the amount of that draft bears interest payable to the Issuer at an annual interest rate equal to the sum of the Issuer's cost of funds, plus the Applicable Margin for Euro-Rate Borrowings, plus the applicable Mandatory- Liquid-Assets Costs. From the due date of the respective amounts due under this section, to the date paid (including any payment from proceeds of a Borrowing), unpaid reimbursement amounts accrue interest that is payable on demand at the Default Rate. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing Bank, on demand, in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debit.

Reimbursement Obligation. With respect The Borrowers hereby agree to each pay to the ------------------------ Letter of Credit Lender, on the date on which the Letter of Credit Lender shall be required to pay any draft presented under any Letter of Credit, a sum (the "Reimbursement Amount") equal to: (i) the amount so paid under such Letter of Credit, plus (ii) interest on any amount remaining unpaid by the Borrowers to the Letter of Credit Lender under clause (i) for the period from and including the date on which such amount becomes payable pursuant to clause (i) until payment in full, payable on demand, at the rate of interest applicable to Base Rate Loans. If the Borrowers shall fail to pay to the Letter of Credit Lender the Reimbursement Amount on the date on which the Letter of Credit Lender shall be required to pay any draft presented under any Letter of Credit, the Letter of Credit Account Party Lender may, at its election, consider such failure to be a request for which such Base Rate Loans in the aggregate principal amount of the unpaid Reimbursement Amount. The Borrowers hereby authorize the Letter of Credit has been issued will pay Lender, without further request from the Borrowers, to direct the Agent to cause the Borrowers' liability to the Letter of Credit Issuing BankLender for reimbursement to be repaid from the proceeds of Base Rate Loans to be made hereunder; provided, within one (1) Banking Day however, that in the -------- ------- event that the Lenders do not make such Base Rate Loans for any reason, each Lender shall pay to the Agent, acting on behalf of demand at the Letter of Credit Issuing Bank’s Principal OfficeLender, in immediately available funds, the amount required to reimburse Letter of Credit Issuing Bank in respect of Letter of Credit Issuing Bank’s payment of each Instrument applicable and/or relating to such Letter of Credit. Such reimbursement shall be made with interest from the date of Letter of Credit Issuing Bank’s payment of such Instrument to the date of reimbursement not later than 3:00 p.m. (iBoston, Massachusetts time) in the event that such reimbursement is made within one (1) Banking Day of such demand, such interest shall be at the rate applicable to such Letter of Credit, and (ii) in the event that such reimbursement is made after one (1) Banking Day of such demand, such interest shall be at the Default Rate. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment of the Instrument current on the date of such payment (or if the Agent shall notify such other Lender of such payment after 1:00 p.m. (Boston, Massachusetts time), not later than 3:00 p.m. (Boston Massachusetts time) on the next succeeding Business Day), an amount equal to its ratable share of such payment based on its Commitment Percentage. Each Lender's obligation to make such payment to the Agent shall be absolute and unconditional under any and all circumstances without regard to any termination or reduction of the total Revolving Credit Commitment, any demand for payment of any Obligations or any failure of any other Lender to make such payment. Promptly upon its receipt of funds from the Lenders, the Agent shall pay such amounts, in immediately available funds, to the Letter of Credit Issuing Bank’s settlement of its obligationLender, whereupon each such Lender which pays the Agent as aforesaid shall have a participation in the Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent equal to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing Bank, on demand, in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debitCommitment Percentage.

Reimbursement Obligation. With respect To induce Issuing Lender to each Letter of Creditissue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrower agrees to pay or reimburse Issuing Lender (i) on the Letter of Credit Account Party for which such Letter of Credit first Business Day after an Issuing Lender notifies Agent and Borrower that it has been issued will pay Letter of Credit Issuing Bank, within one (1) Banking Day of demand at Letter of Credit Issuing Bank’s Principal Office, in immediately available fundsmade payment under an LC, the amount required to reimburse Letter of Credit paid by Issuing Bank in respect of Letter of Credit Issuing Bank’s payment of each Instrument applicable and/or relating to such Letter of Credit. Such reimbursement shall be made with interest from the date of Letter of Credit Issuing Bank’s payment of such Instrument to the date of reimbursement (i) in the event that such reimbursement is made within one (1) Banking Day of such demand, such interest shall be at the rate applicable to such Letter of Credit, Lender and (ii) within five Business Days after demand, the amount of any additional fees Agent customarily charges for amending LCs Agreements, for honoring drafts, and for taking similar action in connection with letters of credit. If Borrower has not reimbursed Issuing Lender for any drafts paid by the event that such date on which reimbursement is made after one required under this section, then Agent is irrevocably authorized to fund Borrower’s reimbursement obligations as a Base-Rate Revolving Borrowing under the Revolving Facility if proceeds are available under the Revolving Facility and if the conditions in this agreement for such a Revolving Borrowing (1other than any notice requirements or minimum funding amounts) Banking Day have, to Agent’s knowledge, been satisfied. The proceeds of such demand, such interest that Revolving Borrowing shall be advanced directly to Issuing Lender to pay Borrower’s unpaid reimbursement obligations. If funds cannot be advanced under the Revolving Facility, then Borrower’s reimbursement obligation shall constitute a demand obligation. Borrower’s obligations under this section are absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment that Borrower may have at any time against Issuing Lender or any other Person. From the date that Issuing Lender pays a draft under a LC until Borrower either reimburses or is obligated to reimburse Issuing Lender for that draft under this section, the amount of that draft bears interest payable to Issuing Lender at the rate then applicable to Base-Rate Revolving Borrowings. From the due date of the respective amounts due under this section, to the date paid (including any payment from proceeds of a Base-Rate Revolving Borrowing), unpaid reimbursement amounts accrue interest that is payable on demand at the Default Rate. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing Bank, on demand, in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debit.

Reimbursement Obligation. With respect To induce Administrative Agent to each Letter of Creditissue and maintain LCs and to induce Revolver Lenders to participate in issued LCs, Borrower agrees to pay or reimburse Administrative Agent (i) on the Letter of Credit Account Party for date on which such Letter of Credit has been issued will pay Letter of Credit Issuing Bank, within one (1) Banking Day of demand at Letter of Credit Issuing Bank’s Principal Office, in immediately available fundsany draft is presented under any LC, the amount required of any draft paid or to reimburse Letter of Credit Issuing Bank in respect of Letter of Credit Issuing Bank’s payment of each Instrument applicable and/or relating to such Letter of Credit. Such reimbursement shall be made with interest from the date of Letter of Credit Issuing Bank’s payment of such Instrument to the date of reimbursement (i) in the event that such reimbursement is made within one (1) Banking Day of such demand, such interest shall be at the rate applicable to such Letter of Credit, paid by Administrative Agent and (ii) promptly, upon demand, the amount of any fees (in addition to the fees described in Section 5) which Administrative Agent Credit Agreement 33 customarily charges to a Person similarly situated in the event that ordinary course of its business for amending LC Agreements, for honoring drafts under letters of credit, and taking similar action in connection with letters of credit. If Borrower has not reimbursed Administrative Agent for any drafts paid or to be paid within 24 hours of demand therefor by Administrative Agent, Administrative Agent is hereby irrevocably authorized to fund such reimbursement is made after one obligations as a Base Rate Borrowing under the Revolver Facility to the extent of availability under the Revolver Facility and if the conditions precedent in this Agreement for such a Borrowing (1other than any notice requirements or minimum funding amounts) Banking Day have, to Administrative Agent's knowledge, been satisfied. The proceeds of such demand, such interest Borrowing under the Revolver Facility shall be advanced directly to Administrative Agent in payment of Borrower's unpaid reimbursement obligation. If for any reason, funds cannot be advanced under the Revolver Facility, then Borrower's reimbursement obligation shall continue to be due and payable. Borrower's obligations under this Section 2.5(c) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment which Borrower may have at any time against Administrative Agent or any other Person. From the date that Administrative Agent pays a draft under an LC until the related reimbursement obligation of Borrower is paid or funded by proceeds of a Borrowing, unpaid reimbursement obligations shall accrue interest at the Default Rate. If the Instrument is in foreign currency, such reimbursement which accrued interest shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing Bank, payable on demand, in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debit.

Reimbursement Obligation. With respect to each Letter of Credit, the Letter of Credit Account Party for which such Letter of Credit has been issued The Borrower will pay Letter of Credit Issuing BankChase, within one (1) Banking Day of demand on the same Business Day, at Letter of Credit Issuing Bank’s Chase's Principal Office, in immediately available funds, the amount required to reimburse Letter of Credit Issuing Bank Chase in respect of Letter of Credit Issuing Bank’s Chase's payment of each Instrument applicable and/or relating Instrument. If the Borrower shall not reimburse Chase on the same Business Day but such reimbursement shall be made within two (2) Banking Days after the Borrower is obligated to reimburse Chase, then such Letter of Credit. Such reimbursement shall be made with interest at the rate of interest on Revolving Credit Loans which are Base Rate Loans (plus the Applicable Margin) from the date of Letter of Credit Issuing Bank’s payment Chase's reimbursement of such Instrument to the date of the Borrower's reimbursement (i) in the event that of Chase. If such reimbursement is made within one (1) Banking Day of such demandat any time thereafter, such interest reimbursement shall be at the rate applicable to such Letter of Credit, and (ii) in the event that such reimbursement is made after one (1) Banking Day of such demand, such with interest shall be at the Default RateRate on Revolving Credit Loans which are Base Rate Loans from the date of Chase's reimbursement of such Instrument to the date of the Borrower's reimbursement of Chase. If the Instrument is in foreign currency, such reimbursement shall be in Dollars United States currency at Letter of Credit Issuing Bank’s Chase's selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s Chase's settlement of its obligation, as Letter of Credit Issuing Bank Chase may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party the Borrower will pay Letter of Credit Issuing Bank Chase on demand an amount in Dollars United States currency equivalent to Letter of Credit Issuing Bank’s Chase's actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank Chase shall make such settlement, with interest at the Prime Base Rate plus the Applicable Margin for Revolving Credit Loans which are Base Rate Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party The Borrower will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing BankChase, on demand, in Dollars, such amount as Letter of Credit Issuing Bank Chase may be or may have been required to expend on account of such regulations. HSBC Chase may debit, debit or direct any other Bank to debit, debit any account or accounts maintained by any other Letter of Credit Account Party the Borrower with any office of HSBC Chase or any other Bank or any of their respective Subsidiaries or Affiliates affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debitto Chase hereunder.

Reimbursement Obligation. With respect to each Letter Each of Creditthe Borrowers and Subsidiary ------------------------- Obligors agrees unconditionally, the Letter irrevocably and absolutely upon receipt of Credit Account Party for which such Letter of Credit has been issued will pay Letter of Credit Issuing Bank, within one (1) Banking Day of demand at Letter of Credit Issuing Bank’s Principal Office, in immediately available funds, the amount required to reimburse Letter of Credit Issuing Bank in respect of Letter of Credit Issuing Bank’s payment of each Instrument applicable and/or relating to such Letter of Credit. Such reimbursement shall be made with interest notice from the date of Letter of Credit Agent or the applicable Issuing Bank’s payment of such Instrument Lender to pay immediately to the date of reimbursement (i) in Agent, for the event that such reimbursement is made within one (1) Banking Day of such demand, such interest shall be at the rate applicable to such Letter of Credit, and (ii) in the event that such reimbursement is made after one (1) Banking Day of such demand, such interest shall be at the Default Rate. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment account of the Instrument current on applicable Issuing Lender or the date account of payment or of Letter of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlementLenders, as the case may be, there is no selling rate the amount of each advance which may be drawn under or other rate of exchange generally current in New York for effecting such transfers, each applicable pursuant to a Letter of Credit Account Party will pay Letter issued for its account or an L/C Draft related thereto (such obligation of Credit each of the Borrowers and Subsidiary Obligors to reimburse the Issuing Bank on demand Lender or the Agent for an amount in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each advance made under a Letter of Credit or Instrument or payments related thereto and will pay L/C Draft being hereinafter referred to as a "Reimbursement Obligation" with respect to such Letter of Credit or L/C Draft), each such payment to be made by the applicable Borrower to the Agent no later than 1:00 p.m. (New York time) or with respect to Reimbursement Obligations owed by Purina Korea, Inc. 1:00 p.m. (Seoul time) on the Business Day on which the applicable Issuing Bank, on demandLender makes payment of each such L/C Draft or, in Dollarsthe case of any other draw on a Letter of Credit, 1:00 p.m. (New York time) or with respect to Reimbursement Obligations owed by Purina Korea, Inc. 1:00 p.m. (Seoul time) on the date specified in a demand by the Agent and such amount as payment shall be made in the applicable currency in which such Letter of Credit was issued. Any Issuing Bank Lender may direct the Agent to make such demand with respect to Letters of Credit issued by such Issuing Lender. If any Borrower at any time fails to repay a Reimbursement Obligation pursuant to this Section 2.18, such Borrower shall be or may deemed to have been required elected to expend on borrow a ------------- Revolving Loan from the applicable Lenders, as of the date of the Advance giving rise to the Reimbursement Obligation equal in amount to the amount of the unpaid Reimbursement Obligation. Such Revolving Loan shall be made as of the date of the payment giving rise to such Reimbursement Obligation, automatically, without notice and without any requirement to satisfy the conditions precedent otherwise applicable to an Advance of Revolving Loans if such Borrower shall have failed to make such payment to the Agent for the account of the applicable Issuing Lender prior to such regulationstime. HSBC may debitSuch Revolving Loans shall constitute a Base Rate Advance, or direct or, in the case of standby Letters of Credit denominated in Korean Won, a Korean Won Advance, the proceeds of which Advance shall be used to repay such Reimbursement Obligation. If, for any other Bank to debitreason, any account Borrower or accounts maintained by Subsidiary Obligor fails to repay a Reimbursement Obligation on the day such Reimbursement Obligation arises and, for any other Letter of Credit Account Party with any office of HSBC reason, the Lenders are unable to make or any other Bank or any of their respective Subsidiaries or Affiliates (now have no obligation to make a Revolving Loan, then such Reimbursement Obligation shall bear interest from and after such day, until paid in full, at the interest rate applicable to a Base Rate Advance, or in the future) and apply the proceeds to the payment case of any and all amounts owed by any Letter standby Letters of Credit Account Party to Letter of Credit Issuing Bank hereunderdenominated in Korean Won, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to at the Borrower within a reasonable period after such debitKorean CD Rate.

Reimbursement Obligation. With respect To induce Lender to each Letter of Creditissue and maintain LCs, Borrowers agree, jointly and severally, to pay or reimburse Lender (i) on the Letter of Credit Account Party for which such Letter of Credit first (1st) Business Day after Lender notifies Borrowers that Lender has been issued will pay Letter of Credit Issuing Bank, within one (1) Banking Day of demand at Letter of Credit Issuing Bank’s Principal Office, in immediately available fundsmade payment under an LC, the amount required to reimburse Letter of Credit Issuing Bank in respect of Letter of Credit Issuing Bank’s payment of each Instrument applicable and/or relating to such Letter of Credit. Such reimbursement shall be made with interest from the date of Letter of Credit Issuing Bank’s payment of such Instrument to the date of reimbursement (i) in the event that such reimbursement is made within one (1) Banking Day of such demand, such interest shall be at the rate applicable to such Letter of Creditpaid by Lender, and (ii) within three (3) Business Days after demand, the amount of any additional fees Lender customarily charges for amending LCs Agreements, for honoring drafts under LCs, and for taking similar action in connection with letters of credit. If Borrowers have not reimbursed Lender for any drafts paid by the event that such date on which reimbursement is made after one required under this SECTION, then Lender is irrevocably authorized to fund Borrowers' reimbursement obligations as a Base Rate Borrowing if the conditions in this Agreement for such a Borrowing (1OTHER THAN any notice requirements or minimum funding amounts) Banking Day have been satisfied. The proceeds of such demand, such interest Borrowing shall be advanced directly to Lender to pay Borrowers' unpaid reimbursement obligations. If funds cannot be advanced as a result of Borrowers' failure to satisfy any condition precedent set forth in SECTION 4, then Borrowers' reimbursement obligation shall constitute a AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT D-0601350.3 demand obligation. Borrowers' obligations under this SECTION are absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment that any Borrower may have at any time against Lender or any other Person. From the date that Lender pays a draft under a LC until Borrowers either reimburse or are obligated to reimburse Lender for such draft under this SECTION, the amount of such draft bears interest payable to Lender at the Default Raterate then applicable to Base Rate Borrowings. If From the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment due date of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s settlement of its obligationrespective amounts due under this SECTION, as Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date paid (including any payment from proceeds of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing Banka Base Rate Borrowing), unpaid reimbursement amounts accrue interest that is payable on demand, demand at the default rate set forth in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debitSECTION 2.10.

Reimbursement Obligation. With respect to each Letter of Credit, the The relevant Letter of Credit Account Party for which such Letter of Credit has been issued will pay Letter of Credit Issuing BankChase, within one (1) Banking Day of demand on the same Business Day, at Letter of Credit Issuing Bank’s Chase's Principal Office, in immediately available funds, the amount required to reimburse Chase in respect of Chase's payment of each Instrument. If such Letter of Credit Issuing Bank in respect of Party shall not reimburse Chase on the same Business Day but such reimbursement shall be made within two (2) Banking Days after such Letter of Credit Issuing Bank’s payment of each Instrument applicable and/or relating Party is obligated to reimburse Chase, then such Letter of Credit. Such reimbursement shall be made with interest at the rate of interest on Revolving Credit Loans which are Base Rate Loans (plus the Applicable Margin) from the date of Letter of Credit Issuing Bank’s payment Chase's reimbursement of such Instrument to the date of such Letter of Credit Party's reimbursement (i) in the event that of Chase. If such reimbursement is made within one (1) Banking Day at any time thereafter, such reimbursement shall be made with interest at the Default Rate on Revolving Credit Loans which are Base Rate Loans from the date of Chase's reimbursement of such demand, such interest shall be at Instrument to the rate applicable to date of such Letter of Credit, and (ii) in the event that such Credit Party's reimbursement is made after one (1) Banking Day of such demand, such interest shall be at the Default RateChase. If the Instrument is in foreign currency, such reimbursement shall be in Dollars United States currency at Letter of Credit Issuing Bank’s Chase's selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s Chase's settlement of its obligation, as Letter of Credit Issuing Bank Chase may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable the Letter of Credit Account Party will pay Letter of Credit Issuing Bank Chase on demand an amount in Dollars United States currency equivalent to Letter of Credit Issuing Bank’s Chase's actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank Chase shall make such settlement, with interest at the Prime Base Rate plus the Applicable Margin for Revolving Credit Loans which are Base Rate Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing BankChase, on demand, in Dollars, such amount as Letter of Credit Issuing Bank Chase may be or may have been required to expend on account of such regulations. HSBC Chase may debit, debit or direct any other Bank to debit, debit any account or accounts maintained by any other the Letter of Credit Account Party with any office of HSBC Chase or any other Bank or any of their respective Subsidiaries or Affiliates affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any such Letter of Credit Account Party to Letter of Credit Issuing Bank Chase hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debit.

Reimbursement Obligation. With respect (a) SCL agrees that it shall, subject to each Letter the terms of Creditthis Agreement, reimburse the Letter of Credit Account Party Company for which such Letter of Credit has been issued will pay Letter of Credit Issuing Bankthe NCLA Cash Losses (to the extent actually incurred by the Company and its Subsidiaries) at the intervals specified in Section 2.2(b); provided, within one (1) Banking Day of demand at Letter of Credit Issuing Bank’s Principal Officehowever, in immediately available funds, that the amount Parties acknowledge and agree that SCL shall not be required to reimburse Letter of Credit Issuing Bank in respect of Letter of Credit Issuing Bank’s payment of each Instrument applicable and/or relating to such Letter of Credit. Such reimbursement shall be made the Company for any NCLA Cash Losses, together with interest from the date of Letter of Credit Issuing Bank’s payment of such Instrument any Post-Termination Expenses and Early Redeployment Expenses reimbursed by SCL pursuant to the date terms hereof, in excess of reimbursement (i) in the event that such reimbursement is made within one (1) Banking Day of such demand, such interest shall be at the rate applicable to such Letter of Credit, and (ii) in the event that such reimbursement is made after one (1) Banking Day of such demand, such interest shall be at the Default Rate. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers an aggregate amount equal to the place Cash Losses Cap. For the avoidance of payment doubt, the reimbursement obligations of SCL under this Section 2.2 shall not be affected solely due to the fact that a fiscal quarter or other accounting period of NCLA begins or ends prior to or after either the Effective Date or the NCLA Valuation Date. (b) Within 30 days following the end of the Instrument current on each fiscal quarter of the date Company after the Effective Date (and within 30 days following the NCLA Valuation Date), the Company shall provide SCL with a written statement of payment NCLA Cash Losses during such quarter (or of Letter of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may require. If, for any cause, on portion thereof occurring after the date of payment Effective Date) or settlementthrough the NCLA Valuation Date, as the case may be, there is no selling rate and aggregate NCLA Cash Losses for the period beginning on the Effective Date and ending on the last date of such fiscal quarter (or other rate through the NCLA Valuation Date, as the case may be). Within 15 days of exchange generally current receipt of such invoice, SCL shall pay to the Company by wire transfer of immediately available funds to an account specified in New York for effecting such transfers, each applicable Letter writing by the Company the aggregate amount of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans NCLA Cash Losses from the period beginning on the Effective Date and ending on the last date of settlement the most recently ended fiscal quarter or the NCLA Valuation Date, as the case may be, less any amount of NCLA Cash Losses previously paid by SCL with respect to any period; provided, that in no event shall the aggregate amount of NCLA Cash Losses, Post-Termination Expenses and Early Redeployment Expenses payable by SCL pursuant to this Agreement exceed the Cash Losses Cap; and provided further, if the aggregate amount paid by SCL in respect of NCLA Cash Losses exceeds the actual amount of NCLA Cash Losses for the period from the Effective Date through the NCLA Valuation Date, then within 40 days of the NCLA Valuation Date the Company shall refund to SCL by wire transfer of immediately available funds to an account specified in writing by SCL the amount of any such excess and shall provide SCL with a written statement of such excess. For purposes of clarification, the statement of NCLA Cash Losses provided periodically shall reflect any NCLA Cash Losses at such date to the date extent known at such date, and this Section 2.2 shall not limit the reimbursement obligations of paymentSCL after the NCLA Valuation Date. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable 2.3 SCL Election to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing BankTerminate NCLA Undertakings. (a) Election by SCL. Subject to Section 2.3(c), on demandat any time after the Effective Date, in Dollars, such amount as Letter of Credit Issuing Bank SCL may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds give written notice to the payment Company and the Investor that it is terminating the NCLA Undertakings (the “SCL Termination Election”). For the avoidance of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunderdoubt, and such Bank, Subsidiary or Affiliate the election described herein shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice within the sole discretion of such debit to SCL. Following receipt of the Borrower within a reasonable period after such debit.written

Reimbursement Obligation. With respect To induce Administrative Agent to each Letter of Creditissue and maintain LCs and to induce Revolver Lenders to participate in issued LCs, Borrower agrees to pay or reimburse Administrative Agent (i) on the Letter of Credit Account Party for date on which such Letter of Credit has been issued will pay Letter of Credit Issuing Bank, within one (1) Banking Day of demand at Letter of Credit Issuing Bank’s Principal Office, in immediately available fundsany draft is presented under any LC, the amount required of any draft paid or to reimburse Letter of Credit Issuing Bank in respect of Letter of Credit Issuing Bank’s payment of each Instrument applicable and/or relating to such Letter of Credit. Such reimbursement shall be made with interest from the date of Letter of Credit Issuing Bank’s payment of such Instrument to the date of reimbursement (i) in the event that such reimbursement is made within one (1) Banking Day of such demand, such interest shall be at the rate applicable to such Letter of Credit, paid by Administrative Agent and (ii) promptly, upon demand, the amount of any fees (in addition to the fees described in SECTION 5) which Administrative Agent customarily charges to a Person similarly situated in the event that ordinary course of its business for amending LC Agreements, for honoring drafts under letters of credit, and taking similar action in connection with letters of credit. If Borrower has not reimbursed Administrative Agent for any drafts paid or to be paid within 24 hours of demand therefor by Administrative Agent, Administrative Agent is hereby irrevocably authorized to fund such reimbursement is made after one obligations as a Base Rate Borrowing under the Revolver Facility to the extent of availability under the Revolver Facility and if the conditions precedent in this Agreement for such a Borrowing (1other than any notice requirements or minimum funding amounts) Banking Day have, to Administrative Agent's knowledge, been satisfied. The proceeds of such demand, such interest Borrowing under the Revolver Facility shall be advanced directly to Administrative Agent in payment of Borrower's unpaid reimbursement obligation. If for any reason, funds cannot be advanced under the Revolver Facility, then Borrower's reimbursement obligation shall continue to be due and payable. Borrower's obligations under this SECTION 2.4(c) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment which Borrower may have at any time against Administrative Agent or any other Person. From the date that Administrative Agent pays a draft under an LC until the related reimbursement obligation of Borrower is paid or funded by proceeds of a Borrowing, unpaid reimbursement obligations shall accrue interest at the Default Rate. If the Instrument is in foreign currency, such reimbursement which accrued interest shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing Bank, payable on demand, in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debit.

Reimbursement Obligation. With Each Borrower agrees unconditionally, irrevocably and absolutely to pay immediately to the applicable Issuing Bank or, if applicable, the Administrative Agent, for the account of the Revolving Loan Lenders, the amount of each advance drawn under or pursuant to a Letter of Credit issued on behalf of such Borrower or an L/C Draft related thereto (such obligation of such Borrower to reimburse such Issuing Bank or the Administrative Agent for an advance made under a Letter of Credit or L/C Draft being hereinafter referred to as a “Reimbursement Obligation” with respect to such Letter of Credit or L/C Draft), each such reimbursement to be made by such Borrower no later than the Business Day on which the applicable Issuing Bank makes payment of each such L/C Draft or, if such Borrower shall have received notice of a Reimbursement Obligation later than 10:00 a.m. (New York time) on any Business Day or on a day which is not a Business Day, no later than 10:00 a.m. (New York time) on the immediately following Business Day or, in the case of any other draw on a Letter of Credit, the Letter date specified in the demand of Credit Account Party for which such Letter of Credit has been issued will pay Letter of Credit the applicable Issuing Bank. If any Borrower at any time fails to repay a Reimbursement Obligation pursuant to this Section 3.7, within one (1) Banking Day such Borrower shall be deemed to have elected to borrow Revolving Loans from the Revolving Loan Lenders, as of demand at Letter the date of Credit Issuing Bank’s Principal Officethe advance giving rise to the Reimbursement Obligation, in immediately available funds, an aggregate amount equal to (and in the amount required to reimburse Letter of Credit Issuing Bank in respect of Letter of Credit Issuing Bank’s payment of each Instrument applicable and/or relating to such Letter of Creditsame Agreed Currency as) the unpaid Reimbursement Obligation. Such reimbursement Revolving Loans shall be made with interest from as of the date of Letter the payment giving rise to such Reimbursement Obligation subject to satisfaction of Credit Issuing Bank’s payment of such Instrument the conditions to borrowing set forth herein. Revolving Loans made pursuant to this Section 3.7, if made in Dollars, shall initially be Floating Rate Advances and thereafter may be continued as Floating Rate Advances or converted into Eurocurrency Rate Advances in the manner provided in Section 2.9 and subject to the date of reimbursement (i) other conditions and limitations therein set forth and set forth in Article II and in the event that such reimbursement is definition of Interest Period. Revolving Loans made within one (1) Banking Day of such demandpursuant to this Section 3.7, such interest if made in an Agreed Currency other than Dollars, shall initially be Eurocurrency Rate Advances having an Interest Period selected by the Administrative Agent and thereafter shall be at subject to Section 2.9 and the rate applicable to such Letter of Credit, other conditions and (ii) limitations therein set forth and set forth in Article II and in the event that such reimbursement is made after one (1) Banking Day definition of such demand, such interest shall be at the Default Rate. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may requireInterest Period. If, for any causereason, the Borrowers fail to repay a Reimbursement Obligation on the date day such Reimbursement Obligation arises and, for any reason, the Revolving Loan Lenders are unable to make or have no obligation to make Revolving Loans, then the Administrative Agent shall notify each Revolving Loan Lender of the applicable Reimbursement Obligations, the payment or settlement, as then due from the case may be, there is no selling rate or other rate Borrowers in respect thereof and such Revolving Loan Lender’s Pro Rata Share thereof. Promptly following receipt of exchange generally current in New York for effecting such transfersnotice, each Revolving Loan Lender shall pay to the Administrative Agent its Pro Rata Share of the payment then due from the Borrower, in the same manner as provided in Section 2.11 with respect to Loans made by such Lender (and Section 2.11 shall apply, mutatis mutandis, to the payment obligations of the Revolving Loan Lenders), and the Administrative Agent shall promptly pay to the applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent the amounts so received by it from the Revolving Loan Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank shall make such settlementor, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable extent that Revolving Loan Lenders have made payments pursuant to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit this paragraph to reimburse the Issuing Bank, on demand, in Dollars, then to such amount as Letter of Credit Lenders and the Issuing Bank as their interests may be or may have been required appear. Any payment made by a Revolving Loan Lender pursuant to expend on account this paragraph to reimburse the Issuing Bank for any Reimbursement Obligations (other than the funding of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any Revolving Loans as contemplated above) shall not constitute a Revolving Loan and shall not relieve the Borrowers of their respective Subsidiaries or Affiliates (now or in obligation to reimburse such Reimbursement Obligations. Reimbursement Obligations that have not been paid by the future) Borrowers when due shall bear interest from and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debitday, until paid in full, at the interest rate applicable to a Floating Rate Advance consisting of Revolving Loans plus two percent (2.0%) per annum.

Reimbursement Obligation. With respect To induce Issuing Bank to each Letter of Creditissue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrower agrees to pay or reimburse Issuing Bank (A) on the first (1st) Business Day after Issuing Bank notifies Administrative Agent and Borrower that it has made payment under a LC, the Letter of Credit Account Party for which such Letter of Credit has been issued will pay Letter of Credit amount paid by Issuing Bank, and (B) within one five (15) Banking Day of demand at Letter of Credit Issuing Bank’s Principal Office, in immediately available fundsBusiness Days after demand, the amount of any additional fees Issuing Bank customarily charges for amending LCs Agreements, for honoring drafts under LCs, and for taking similar action in connection with letters of credit. If Borrower has not reimbursed Issuing Bank for any drafts paid by the date on which reimbursement is required under this SECTION, then Administrative Agent is irrevocably authorized to fund Borrower's reimbursement obligations as a Base Rate Loan if no Event of Default exists. The proceeds of such Loan shall be advanced directly to Issuing Bank to pay Borrower's unpaid reimbursement obligations. If an Event of Default exists, then Borrower's reimbursement obligation shall constitute a demand obligation. Borrower's obligations under this SECTION are absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment that Borrower may have at any time against any Credit Party or any other Person. From the date that Issuing Bank pays a draft under a LC until Borrower either reimburses or is obligated to reimburse Letter of Credit Issuing Bank in respect for that draft under this SECTION, the amount of Letter of Credit such draft bears interest payable to Issuing Bank’s payment of each Instrument Bank at the rate then applicable and/or relating to such Letter of CreditBase Rate Loans. Such reimbursement shall be made with interest from From the due date of Letter of Credit Issuing Bank’s payment of such Instrument the respective amounts due under this SECTION, to the date paid (including any payment from proceeds of a Base Rate Loan), unpaid reimbursement (i) in the event amounts accrue interest that such reimbursement is made within one (1) Banking Day of such demand, such interest shall be payable on demand at the rate applicable to such Letter of Credit, and Base Rate PLUS two percent (ii) in the event that such reimbursement is made after one (1) Banking Day of such demand, such interest shall be at the Default Rate. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing Bank, on demand, in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debit2%).

Reimbursement Obligation. With respect to each Letter of Credit, the Letter of Credit Account Party for which such Letter of Credit has been issued The Borrower will pay Letter of Credit the Issuing Bank, within one (1) Banking Day of on demand at Letter of Credit the Issuing Bank’s 's Principal Office, in immediately available funds, the amount required to reimburse Letter of Credit the Issuing Bank in respect of Letter of Credit the Issuing Bank’s 's payment of each Instrument applicable and/or relating to such Letter of CreditInstrument. Such reimbursement shall be made with interest from the date of Letter of Credit the Issuing Bank’s 's payment of such Instrument to the date of reimbursement which is two (i2) in Business Days after the event that such reimbursement is made within one (1) Banking Day date of such demand, such interest shall be demand at the rate applicable to such Letter of CreditBase Rate, and (ii) in the event that such reimbursement is made after one (1) Banking Day of such demand, such interest shall be thereafter at the Default RateRate until the date of reimbursement. If the Instrument is in foreign currency, such Such reimbursement shall be in Dollars at Letter of Credit the Issuing Bank’s 's selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit the Issuing Bank’s 's settlement of its obligation, as Letter of Credit the Issuing Bank may requirerequire or, at the Issuing Bank's election, in the currency in which the Issuing Bank was required to pay such Instrument. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party the Borrower will pay Letter of Credit the Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit the Issuing Bank’s 's actual cost of settlement of its obligation however or whenever Letter of Credit the Issuing Bank shall make such settlement, with interest at the Prime Base Rate for Revolving Credit Base Rate Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party The Borrower will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit the Issuing Bank, on demand, in Dollars, such amount as Letter of Credit the Issuing Bank may be or may have been required to expend on account of such regulations. HSBC The Issuing Bank may debit, debit or direct any other Bank Lender to debit, debit any account or accounts maintained by any other Letter of Credit Account Party the Borrower with any office of HSBC the Issuing Bank or any other Bank Lender or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party the Borrower to Letter of Credit the Issuing Bank hereunder, and such BankLender, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to . If the due date for reimbursement by the Borrower within a reasonable period after such debitpursuant to this Section 3.02 shall be extended by operation of Law or otherwise, interest shall continue to accrue and be payable at the applicable rate set forth in this Section 3.02.

Reimbursement Obligation. With Each Borrower agrees unconditionally, irrevocably and absolutely to pay immediately to the Issuing Bank or, if applicable, the Administrative Agent, for the account of the 2017 Revolving Loan Lenders, the amount of each advance drawn under or pursuant to a Letter of Credit issued on behalf of such Borrower or an L/C Draft related thereto (such obligation of such Borrower to reimburse the Issuing Bank or the Administrative Agent for an advance made under a Letter of Credit or L/C Draft being hereinafter referred to as a “Reimbursement Obligation” with respect to such Letter of Credit or L/C Draft), each such reimbursement to be made by such Borrower no later than the Business Day on which the Issuing Bank makes payment of each such L/C Draft or, if such Borrower shall have received notice of a Reimbursement Obligation later than 10:00 a.m. (New York time) on any Business Day or on a day which is not a Business Day, no later than 10:00 a.m. (New York time) on the immediately following Business Day or, in the case of any other draw on a Letter of Credit, the Letter date specified in the demand of Credit Account Party for which such Letter of Credit has been issued will pay Letter of Credit the Issuing Bank. If any Borrower at any time fails to repay a Reimbursement Obligation pursuant to this Section 3.7, within one (1) Banking Day such Borrower shall be deemed to have elected to borrow 2017 Revolving Loans from the 2017 Revolving Loan Lenders, as of demand at Letter the date of Credit Issuing Bank’s Principal Officethe advance giving rise to the Reimbursement Obligation, in immediately available funds, an aggregate amount equal to (and in the amount required to reimburse Letter of Credit Issuing Bank in respect of Letter of Credit Issuing Bank’s payment of each Instrument applicable and/or relating to such Letter of Creditsame Agreed Currency as) the unpaid Reimbursement Obligation. Such reimbursement 2017 Revolving Loans shall be made with interest from as of the date of Letter of Credit Issuing Bank’s the payment of giving rise to such Instrument Reimbursement Obligation, automatically, without notice and without any requirement to satisfy the conditions precedent otherwise applicable to the date making of reimbursement (i) 2017 Revolving Loans. 2017 Revolving Loans made pursuant to this Section 3.7, if made in Dollars, shall initially be Floating Rate Advances and thereafter may be continued as Floating Rate Advances or converted into Eurocurrency Rate Advances in the event that such reimbursement is manner provided in Section 2.9 and subject to the other conditions and limitations therein set forth and set forth in Article II and in the definition of Interest Period. 2017 Revolving Loans made within one (1) Banking Day of such demandpursuant to this Section 3.7, such interest if made in an Agreed Currency other than Dollars, shall initially be Eurocurrency Rate Advances having an Interest Period selected by the Administrative Agent and thereafter shall be at subject to Section 2.9 and the rate applicable to such Letter of Credit, other conditions and (ii) limitations therein set forth and set forth in Article II and in the event that such reimbursement is made after one (1) Banking Day definition of such demand, such interest shall be at the Default Rate. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may requireInterest Period. If, for any causereason, the Company fails to repay a Reimbursement Obligation on the date of payment day such Reimbursement Obligation arises and, for any reason, the 2017 Revolving Loan Lenders are unable to make or settlementhave no obligation to make 2017 Revolving Loans, as the case may bethen such Reimbursement Obligation shall bear interest from and after such day, there is no selling rate or other rate of exchange generally current until paid in New York for effecting such transfersfull, each applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter interest rate applicable to each Letter a Floating Rate Advance consisting of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing Bank, on demand, in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates 2017 Revolving Loans plus two percent (now or in the future2.0%) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debitper annum.

Reimbursement Obligation. With respect The Company hereby unconditionally and irrevocably agrees to reimburse CoBank in full in immediately available funds for each payment and disbursement made by CoBank under any Letter of Credit no later than 3:00 p.m. (Mountain time) on the date that such payment or disbursement is made. In the event the Company fails to pay such reimbursement obligation in full by such time, the Company hereby authorizes CoBank to make a Support L/C Facility Loan under the Support L/C Facility Note if such payment of disbursement was made under any Letter of Credit, and the Company is hereby deemed to have requested a Support L/C Facility Loan, on that date in the amount of any unpaid reimbursement obligation then owing with respect to such payment and disbursement, and such advance may be made to and for the account of CoBank whether or not any condition to the making of a Support L/C Facility Loan is met; provided, however, that CoBank shall be under no obligation to make any such Support L/C Facility Loan. Any amount not reimbursed on the date of a payment or disbursement by CoBank under any Letter of Credit Account Party for which such Letter of Credit has been issued will pay Letter of Credit Issuing Bank, within one (1) Banking Day of demand at Letter of Credit Issuing Bank’s Principal Office, in immediately available funds, the amount required to reimburse Letter of Credit Issuing Bank in respect of Letter of Credit Issuing Bank’s payment of each Instrument applicable and/or relating to such Letter of Credit. Such reimbursement shall be made with bear interest from the date of Letter of Credit Issuing Bank’s such payment of such Instrument or disbursement to the date that CoBank is reimbursed by the Company therefor (directly or by way of reimbursement (i) in the event that such reimbursement is made within one (1) Banking Day of such demanda Support L/C Facility Loan), such interest shall be at the rate applicable to such Letter of Credit, and (ii) in the event that such reimbursement is made after one (1) Banking Day of such demand, such interest shall be at the Default Rate. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing Bank, payable on demand, in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required at a rate per annum equal to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates (now or the LIBOR Index Option provided for in the future) and apply Support L/C Facility Note. CoBank will endeavor to notify the proceeds to the Company whenever any demand for payment of any and all amounts owed by is made under any Letter of Credit Account Party by the beneficiary thereunder; provided that the failure of CoBank to Letter so notify the Company shall not affect the rights of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act CoBank in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debitany manner whatsoever.

Reimbursement Obligation. With respect To induce LC Issuers to each Letter of Creditissue and maintain LCs and to induce Lenders to participate in issued LCs, Borrowers (jointly and severally) agree to pay or reimburse the applicable LC Issuer (i) on the date on which any draft is presented under any LC, the Letter amount of Credit Account Party for any draft paid or to be paid by such LC Issuer and (ii) promptly, upon demand, the amount of any fees (in addition to the fees described in SECTION 5) which such Letter LC Issuer customarily charges to a Person similarly situated in the ordinary course of Credit has been issued will pay Letter its business for amending LC Agreements, for honoring drafts under letters of Credit Issuing Bankcredit, and taking similar action in connection with letters of credit. If Borrowers have not reimbursed the applicable LC Issuer for any drafts paid or to be paid within one (1) Banking Business Day of demand at Letter therefor by such LC Issuer, Borrowers shall be deemed to have requested and Administrative Agent is hereby irrevocably authorized to fund the Dollar Equivalent of Credit Issuing Bank’s Principal Officesuch reimbursement obligations as a Base Rate Borrowing to the extent of availability under the Revolver Facility. The proceeds of such Borrowing shall be advanced directly to the relevant LC Issuer in payment of Borrowers' unpaid reimbursement obligation. If for any reason (including, in immediately available fundswithout limitation, the amount required Termination Date has occurred), funds cannot be advanced under the Revolver Facility, then Borrowers' reimbursement obligation shall continue to reimburse Letter of Credit Issuing Bank in respect of Letter of Credit Issuing Bank’s payment of each Instrument applicable and/or relating to such Letter of Creditbe due and payable. Such reimbursement Borrowers' obligations under this SECTION 2.2(c) shall be made with interest from absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment which any Borrower may have at any time against any LC Issuer, Administrative Agent, or any other Person. From the date that the applicable LC Issuer pays a draft under a LC until the date of Letter of Credit Issuing Bank’s payment of such Instrument to the date of reimbursement (i) in the event that such demand for reimbursement is made within one (1) Banking Day made, the Dollar Equivalent of such demandunpaid reimbursement obligations shall accrue interest at the Base Rate, such which accrued interest shall be at payable on demand; and, thereafter until the rate applicable to such Letter related reimbursement obligation of CreditBorrowers is paid or funded by proceeds of a Borrowing, and (ii) in the event that such Dollar 17 ACS CREDIT AGREEMENT Equivalent of unpaid reimbursement is made after one (1) Banking Day of such demand, such obligations shall accrue interest shall be at the Default Rate. If the Instrument is in foreign currency, such reimbursement which accrued interest shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing Bank, payable on demand, in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debit.

Reimbursement Obligation. With respect To induce Issuing Lender to each Letter of Creditissue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrower agrees to pay or reimburse Issuing Lender (i) on the Letter of Credit Account Party for which such Letter of Credit first Business Day after an Issuing Lender notifies Agent and Borrower that it has been issued will pay Letter of Credit Issuing Bank, within one (1) Banking Day of demand at Letter of Credit Issuing Bank’s Principal Office, in immediately available fundsmade payment under an LC, the amount required to reimburse Letter of Credit paid by Issuing Bank in respect of Letter of Credit Issuing Bank’s payment of each Instrument applicable and/or relating to such Letter of Credit. Such reimbursement shall be made with interest from the date of Letter of Credit Issuing Bank’s payment of such Instrument to the date of reimbursement (i) in the event that such reimbursement is made within one (1) Banking Day of such demand, such interest shall be at the rate applicable to such Letter of Credit, Lender and (ii) within five Business Days after demand, the amount of any additional fees Agent customarily charges for amending LCs Agreements, for honoring drafts, and for taking similar action in connection with letters of credit. If Borrower has not reimbursed Issuing Lender for any drafts paid by the event that such date on which reimbursement is made after one required under this section, then Agent is irrevocably authorized to fund Borrower's reimbursement obligations as a Base-Rate Borrowing under the Revolving Facility if proceeds are available under the Revolving Facility and if the conditions in this agreement for such a Borrowing (1other than any notice requirements or minimum funding amounts) Banking Day have, to Agent's knowledge, been satisfied. The proceeds of such demand, such interest that Borrowing shall be advanced directly to Issuing Lender to pay Borrower's unpaid reimbursement obligations. If funds cannot be advanced under the Revolving Facility, then Borrower's reimbursement obligation shall constitute a demand obligation. Borrower's obligations under this section are absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment that Borrower may have at any time against Issuing Lender or any other Person. From the date that Issuing Lender pays a draft under a LC until Borrower either reimburses or is obligated to reimburse Issuing Lender for that draft under this section, the amount of that draft bears interest payable to Issuing Lender at the rate then applicable to Base-Rate Borrowings. From the due date of the respective amounts due under this section, to the date paid (including any payment from proceeds of a Base-Rate Borrowing), unpaid reimbursement amounts accrue interest that is payable on demand at the Default Rate. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing Bank, on demand, in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debit.

Reimbursement Obligation. With respect to each Letter of Credit, the Letter of Credit Account Party for which such Letter of Credit has been issued Borrower will pay Letter of Credit Issuing BankChase, within one (1) Banking Day of on demand at Letter of Credit Issuing Bank’s Chase's Principal Office, in immediately available funds, the amount required to reimburse Letter of Credit Issuing Bank Chase in respect of Letter of Credit Issuing Bank’s Chase's payment of each Instrument applicable and/or relating to such Letter of CreditInstrument. Such reimbursement shall be made with interest at the Default Rate on Revolving Credit Loans from the date of Letter of Credit Issuing Bank’s payment Chase's demand for reimbursement of such Instrument to the date of reimbursement (i) in the event that such reimbursement is made within one (1) Banking Day of such demand, such interest shall be at the rate applicable to such Letter of Credit, and (ii) in the event that such reimbursement is made after one (1) Banking Day of such demand, such interest shall be at the Default Ratereimbursement. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s Chase's selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s Chase's settlement of its obligation, as Letter of Credit Issuing Bank Chase may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party Borrower will pay Letter of Credit Issuing Bank Chase on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s Chase's actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank Chase shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party Borrower will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing BankChase, on demand, in Dollars, such amount as Letter of Credit Issuing Bank Chase may be or may have been required to expend on account of such regulations. HSBC Chase may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party Borrower with any office of HSBC Chase or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party Borrower to Letter of Credit Issuing Bank Chase hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debit.

Reimbursement Obligation. With respect To induce Administrative Agent ------------------------ to each Letter of Creditissue and maintain LCs and to induce Lenders to participate in issued LCs, Borrower agrees to pay or reimburse Administrative Agent (i) on the Letter of Credit Account Party for date on which such Letter of Credit has been issued will pay Letter of Credit Issuing Bank, within one (1) Banking Day of demand at Letter of Credit Issuing Bank’s Principal Office, in immediately available fundsany draft is presented under any LC, the amount required of any draft paid or to reimburse Letter of Credit Issuing Bank in respect of Letter of Credit Issuing Bank’s payment of each Instrument applicable and/or relating to such Letter of Credit. Such reimbursement shall be made with interest from the date of Letter of Credit Issuing Bank’s payment of such Instrument to the date of reimbursement (i) in the event that such reimbursement is made within one (1) Banking Day of such demand, such interest shall be at the rate applicable to such Letter of Credit, paid by Administrative Agent and (ii) promptly, upon demand, the amount of any fees (in addition to the fees described in Section 5) which Administrative Agent customarily charges to a Person similarly situated in the event that ordinary course of its business for amending LC Agreements, for honoring drafts under letters of credit, and taking similar action in connection with letters of credit. If Borrower has not reimbursed Administrative Agent for any drafts paid or to be paid within 24 hours of demand therefor by Administrative Agent, Administrative Agent is hereby irrevocably authorized to fund such reimbursement is made after one obligations as a Base Rate Borrowing under the Revolver Facility to the extent of availability under the Revolver Facility and if the conditions precedent in this Agreement for such a Borrowing (1other than any notice requirements or minimum funding amounts) Banking Day have, to Administrative Agent's knowledge, been satisfied. The proceeds of such demand, such interest Borrowing under the Revolver Facility shall be advanced directly to Administrative Agent in payment of Borrower's unpaid reimbursement obligation. If for any reason, funds cannot be advanced under the Revolver Facility, then Borrower's reimbursement obligation shall continue to be due and payable. Borrower's obligations under this Section 2.3(c) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment which Borrower may have at any time against Administrative Agent or any other Person. From the date that Administrative Agent pays a draft under an LC until the related reimbursement obligation of Borrower is paid or funded by proceeds of a Borrowing, unpaid reimbursement obligations shall accrue interest at the Default Rate. If the Instrument is in foreign currency, such reimbursement which accrued interest shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing Bank, payable on demand, in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debit.

Reimbursement Obligation. With respect To induce Issuing Bank to each Letter of Creditissue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrower agrees to pay or reimburse Issuing Bank (A) on the first (1st) Business Day after Issuing Bank notifies Administrative Agent and Borrower that it has made payment under a LC, the Letter of Credit Account Party for which such Letter of Credit has been issued will pay Letter of Credit amount paid by Issuing Bank, and (B) within one five (15) Banking Day of demand at Letter of Credit Issuing Bank’s Principal Office, in immediately available fundsBusiness Days after demand, the amount of any additional fees Issuing Bank customarily charges for amending LCs Agreements, for honoring drafts under LCs, and for taking similar action in connection with letters of credit. If Borrower has not reimbursed Issuing Bank for any drafts paid by the date on which reimbursement is required under this SECTION, then Administrative Agent is irrevocably authorized to fund Borrower's reimbursement obligations as a Base Rate Loan if no Event of Default exists. The proceeds of such Loan shall be advanced directly to Issuing Bank to pay Borrower's unpaid reimbursement obligations. If an Event of Default exists, then Borrower's reimbursement obligation shall constitute a demand obligation. Borrower's obligations under this SECTION are absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment that Borrower may have at any time against any Credit Party or any other Person. From the date that Issuing Bank pays a draft under a LC until Borrower either reimburses or is obligated to reimburse Letter of Credit Issuing Bank in respect for that draft under this SECTION, the amount of Letter of Credit such draft bears interest payable to Issuing Bank’s payment of each Instrument Bank at the rate then applicable and/or relating to such Letter of CreditBase Rate Loans. Such reimbursement shall be made with interest from From the due date of Letter of Credit Issuing Bank’s payment of such Instrument the respective amounts due under this SECTION, to the date paid (including any payment from proceeds of a Base Rate Loan), unpaid reimbursement (i) in the event amounts accrue interest that such reimbursement is made within one (1) Banking Day of such demand, such interest shall be payable on demand at the rate applicable to such Letter of Credit, and Base Rate PLUS two percent (ii) in the event that such reimbursement is made after one (1) Banking Day of such demand, such interest shall be at the Default Rate2%). If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing Bank, on demand, in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debit.AMENDED AND RESTATED CREDIT AGREEMENT 25

Reimbursement Obligation. With respect To induce Issuing Bank to each Letter of Creditissue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrowers agree, jointly and severally, to pay or reimburse Issuing Bank (i) on the Letter of Credit Account Party for which such Letter of Credit second (2nd) Business Day after Issuing Bank notifies Administrative Agent and Borrowers that Issuing Bank has been issued will pay Letter of Credit Issuing Bank, within one (1) Banking Day of demand at Letter of Credit Issuing Bank’s Principal Office, in immediately available fundsmade payment under a LC, the amount required to reimburse Letter of Credit Issuing Bank in respect of Letter of Credit paid by Issuing Bank’s payment of each Instrument applicable and/or relating to such Letter of Credit. Such reimbursement shall be made with interest from the date of Letter of Credit Issuing Bank’s payment of such Instrument to the date of reimbursement (i) in the event that such reimbursement is made within one (1) Banking Day of such demand, such interest shall be at the rate applicable to such Letter of Credit, and (ii) within five (5) Business Days after demand, the amount of any additional fees Issuing Bank customarily charges for amending LCs Agreements, for honoring drafts under LCs, and for taking similar action in connection with letters of credit. If Borrowers have not reimbursed Issuing Bank for any drafts paid by the event that such date on which reimbursement is made after one required under this SECTION, then Administrative Agent is irrevocably authorized to fund Borrowers' reimbursement obligations as a Base Rate Borrowing if the conditions in this Agreement for such a Borrowing (1OTHER THAN any notice requirements or minimum funding amounts) Banking Day have, to Administrative Agent's knowledge, been satisfied. Borrower shall have the right to Convert such Base Rate Borrowing to a Eurodollar Borrowing pursuant to the terms and conditions set forth in SECTION 3.10. The proceeds of such demand, such interest that Borrowing shall be advanced directly to Issuing Bank to pay Borrowers' unpaid reimbursement obligations. If funds cannot be advanced as a result of Borrowers' failure to satisfy any condition precedent set forth in SECTION 5, then Borrowers' reimbursement obligation shall constitute a demand obligation. Borrowers' obligations under this SECTION are absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment that any Borrower may have at any time against Issuing Bank or any other Person. From the date that Issuing Bank pays a draft under a LC that is not repaid with a Borrowing as described above until Borrowers either reimburse or are obligated to reimburse Issuing Bank for that draft under this SECTION, the amount of that draft bears interest payable to Issuing Bank at the rate then applicable to Base Rate Borrowings. From the demand date of the respective amounts due under this SECTION, to the date paid (including any payment from proceeds of a Base Rate Borrowing), unpaid reimbursement amounts accrue interest that is payable on demand at the Default Rate. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing Bank, on demand, in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debit.

Reimbursement Obligation. With (a) Each Borrower on whose behalf a Letter of Credit is issued agrees unconditionally, irrevocably and absolutely to pay to the Administrative Agent, for the account of the applicable Lenders, the amount of each advance drawn under or pursuant to a Letter of Credit or an L/C Draft related thereto (such obligation of the Borrowers to reimburse the Administrative Agent for an advance made under a Letter of Credit or L/C Draft being hereinafter referred to as a “Reimbursement Obligation” with respect to such Letter of Credit or L/C Draft), each such reimbursement to be made by such Borrower no later than the Business Day on which the applicable Issuing Bank makes payment of each such L/C Draft or, if such Borrower shall have received notice of a Reimbursement Obligation later than 12:00 noon (New York time), on any Business Day or on a day which is not a Business Day, no later than 12:00 noon (New York time), on the immediately following Business Day or, in the case of any other draw on a Letter of Credit, the Letter date specified in the demand of Credit Account Party for which such Letter of Credit has been issued will pay Letter of Credit Issuing Bank, within one (1) Banking Day of demand . If the applicable Borrower at Letter of Credit Issuing Bank’s Principal Office, in immediately available fundsany time fails to repay a Reimbursement Obligation pursuant to this Section 3.07, the amount required to reimburse Letter of Credit Issuing Bank in respect of Letter of Credit Issuing Bank’s payment of shall promptly notify the Administrative Agent and the Administrative Agent shall promptly notify each Instrument applicable and/or relating to Lender and such Letter of Credit. Such reimbursement Borrower shall be made with interest deemed to have requested to borrow Revolving Loans from the applicable Lenders, as of the date of Letter of Credit Issuing Bank’s payment of such Instrument the advance giving rise to the date of reimbursement (i) in the event that such reimbursement is made within one (1) Banking Day of such demandReimbursement Obligation, such interest shall be at the rate applicable to such Letter of Credit, and (ii) in the event that such reimbursement is made after one (1) Banking Day of such demand, such interest shall be at the Default Rate. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers in an amount equal to the place of payment of Dollar Amount (calculated based upon the Instrument current Equivalent Amount in effect on the date of payment or thereof) of Letter the unpaid Reimbursement Obligation. Such Revolving Loans shall be made as of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may require. If, for any cause, on the date of the payment or settlementgiving rise to such Reimbursement Obligation, as automatically, without notice and without any requirement to satisfy the case may beconditions precedent otherwise applicable to an Advance of Revolving Loans. Notwithstanding anything herein to the contrary, there is no selling rate or other rate the full risk of exchange generally current in New York for effecting currency fluctuations shall be borne by the applicable Borrower and such transfers, each applicable Letter of Credit Account Party will pay Letter of Credit Borrower agrees to indemnify and hold harmless the Issuing Bank on demand an amount and the Lenders from and against any loss resulting from any advance denominated in a currency other than in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit for which the Lenders reimburse the Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing Bank, on demand, in Dollars, such amount Dollars as Letter of Credit Issuing Bank may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debitprovided above.