Common use of Reimbursement Obligation Clause in Contracts

Reimbursement Obligation. 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 date specified in the demand of such Issuing Bank. If any Borrower at any time fails to repay a Reimbursement Obligation pursuant to this Section 3.7, such Borrower shall be deemed to have elected to borrow Revolving Loans from the Lenders, as of the date of the advance giving rise to the Reimbursement Obligation, equal in amount to the Dollar Amount of the unpaid Reimbursement Obligation. Such Revolving Loans 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. Such Revolving Loans shall initially, until converted, constitute a Floating Rate Advance, the proceeds of which Advance shall be used to repay such Reimbursement Obligation. If, for any reason, any Borrower fails to repay a Reimbursement Obligation on the day such Reimbursement Obligation arises and, for any reason, the Lenders are unable to make or have no obligation to make Revolving Loans, then such Reimbursement Obligation shall bear interest from and after such day, until paid in full, at the interest rate otherwise applicable thereto plus two percent (2.0%) per annum.

Reimbursement Obligation. 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 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 date specified in the demand 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. If any Borrower at any time fails to repay a Reimbursement Obligation pursuant to this Section 3.7, such Borrower Such reimbursement shall be deemed to have elected to borrow Revolving Loans made with interest from the Lenders, as of the date of the advance giving rise Letter of Credit Issuing Bank’s payment of such Instrument to the Reimbursement Obligation, equal in amount to the Dollar Amount of the unpaid Reimbursement Obligation. Such Revolving Loans shall be made as of the date of reimbursement (i) in the payment giving rise event that such reimbursement is made within one (1) Banking Day of such demand, such interest shall be at the rate applicable to such Reimbursement ObligationLetter of Credit, automaticallyand (ii) in the event that such reimbursement is made after one (1) Banking Day of such demand, without notice and without any requirement to satisfy the conditions precedent otherwise applicable to an Advance of Revolving Loans. Such Revolving Loans shall initially, until converted, constitute a Floating Rate Advance, the proceeds of which Advance such interest shall be used 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 repay such Reimbursement Obligationthe 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 reasoncause, 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 fails to repay within a Reimbursement Obligation on the day such Reimbursement Obligation arises and, for any reason, the Lenders are unable to make or have no obligation to make Revolving Loans, then such Reimbursement Obligation shall bear interest from and reasonable period after such day, until paid in full, at the interest rate otherwise applicable thereto plus two percent (2.0%) per annumdebit.

Reimbursement Obligation. 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 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 date specified in the demand Letter of Credit Account Party for which such Letter of Credit has been issued will pay Letter of Credit Issuing Bank, on 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. If any Borrower at any time fails to repay a Reimbursement Obligation pursuant to this Section 3.7, such Borrower Such reimbursement shall be deemed to have elected to borrow Revolving Loans made with interest at the Default Rate from the Lenders, as of the date of the advance giving rise Letter of Credit Issuing Bank's demand for reimbursement of such Instrument to the Reimbursement Obligation, equal in amount to the Dollar Amount of the unpaid Reimbursement Obligation. Such Revolving Loans shall be made as of the date of reimbursement. If the payment giving rise to Instrument is in foreign currency, such Reimbursement Obligation, automatically, without notice and without any requirement to satisfy the conditions precedent otherwise applicable to an Advance of Revolving Loans. Such Revolving Loans shall initially, until converted, constitute a Floating Rate Advance, the proceeds of which Advance reimbursement shall be used in Dollars at Letter of Credit Issuing Bank's selling rate for cable transfers to repay such Reimbursement Obligationthe 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 reasoncause, 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 Borrower fails 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 repay a Reimbursement Obligation on the day payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Reimbursement Obligation arises andBank, for any reason, the Lenders are unable Subsidiary or Affiliate shall be authorized to make or have no obligation to make Revolving Loans, then such Reimbursement Obligation act in accordance herewith and shall bear interest from and after such day, until paid in full, at the interest rate otherwise applicable thereto plus two percent (2.0%) per annumtreat this authorization as irrevocable.

Reimbursement Obligation. Each To induce Issuing Bank to issue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrower agrees unconditionally, irrevocably and absolutely to pay immediately to or reimburse Issuing Bank (A) on the first (1st) Business Day after Issuing Bank notifies Administrative AgentAgent and Borrower that it has made payment under a LC, for the account of the Lendersamount paid by Issuing Bank, and (B) within five (5) Business Days after demand, the amount of each advance drawn any additional fees Issuing Bank customarily charges for amending LC Agreements, for honoring drafts under or pursuant to LCs, and for taking similar action in connection with letters of credit. If Borrower has not reimbursed Issuing Bank for any Letter of Credit or an L/C Draft related thereto and issued drafts paid by the date on its behalf (such obligation of each Borrower to reimburse the which reimbursement is required under this Section, then Administrative Agent for an advance made 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 Letter and all circumstances and irrespective 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)any setoff, 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 timecounterclaim, or local time in the city of the applicable Eurocurrency Payment Office if such L/C is issued defense 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 date specified in the demand of such Issuing Bank. If any payment that Borrower may have at any time fails 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 repay a Reimbursement Obligation pursuant reimburse Issuing Bank for that draft under this Section, the amount of such draft bears interest payable to this Section 3.7, such Borrower shall be deemed Issuing Bank at the rate then applicable to have elected to borrow Revolving Loans from Base Rate Principal. From the Lenders, as of the due date of the advance giving rise respective amounts due under this Section, to the Reimbursement Obligationdate paid, equal in amount to the Dollar Amount of the unpaid Reimbursement Obligation. Such Revolving Loans 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. Such Revolving Loans shall initially, until converted, constitute a Floating Rate Advance, the proceeds of which Advance shall be used to repay such Reimbursement Obligation. If, for any reason, any Borrower fails to repay a Reimbursement Obligation reimbursement amounts accrue interest that is payable on the day such Reimbursement Obligation arises and, for any reason, the Lenders are unable to make or have no obligation to make Revolving Loans, then such Reimbursement Obligation shall bear interest from and after such day, until paid in full, demand at the interest rate otherwise applicable thereto Base Rate plus two percent (2.02%) per annum). Such interest shall accrue for the actual days elapsed, including the first day but excluding the last day.

Reimbursement Obligation. Each The Borrower agrees unconditionallywill pay Chase, irrevocably and absolutely to pay on demand at Chase's Principal Office, in immediately to the Administrative Agent, for the account of the Lendersavailable funds, 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 required to reimburse the Administrative Agent for an advance made under any Letter Chase in respect 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 Chase's 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 date specified in the demand of such Issuing BankInstrument. If any Borrower at any time fails to repay a Reimbursement Obligation pursuant to this Section 3.7, such Borrower Such reimbursement shall be deemed to have elected to borrow made with interest at the Default Rate on Revolving Credit Loans from the Lenders, as date of Chase's demand for reimbursement of such Instrument to the date of reimbursement. If the advance giving rise Instrument is in foreign currency, such reimbursement shall be in Dollars at Chase's selling rate for cable transfers to the Reimbursement Obligation, equal in amount to the Dollar Amount place of payment of the unpaid Reimbursement Obligation. Such Revolving Loans shall be made as of Instrument current on the date of the payment giving rise to such Reimbursement Obligationor of Chase's settlement of its obligation, automatically, without notice and without any requirement to satisfy the conditions precedent otherwise applicable to an Advance of Revolving Loans. Such Revolving Loans shall initially, until converted, constitute a Floating Rate Advance, the proceeds of which Advance shall be used to repay such Reimbursement Obligationas Chase may require. If, for any reasoncause, any Borrower fails to repay a Reimbursement Obligation on the day 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 Reimbursement Obligation arises and, for any reasontransfers, the Lenders are unable Borrower will pay Chase on demand an amount in Dollars equivalent to Chase's actual cost of settlement of its obligation however or whenever Chase shall make or have no obligation to make Revolving Loanssuch settlement, then such Reimbursement Obligation shall bear with interest from and after such day, until paid in full, at the interest rate otherwise Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. The Borrower will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto plus two percent and will pay Chase, on demand, in Dollars, such amount as Chase may be or may have been required to expend on account of such regulations. Chase may debit or direct any other Bank to debit any account or accounts maintained by the Borrower with any office of Chase or any other Bank or any of their respective Subsidiaries or Affiliates (2.0%now or in the future) per annumand apply the proceeds to the payment of any and all amounts owed by the Borrower to Chase hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable.

Reimbursement Obligation. 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 any a Letter of Credit issued on behalf of such Borrower or an L/C Draft related thereto and issued on its behalf (such obligation of each such Borrower to reimburse the Issuing Bank or the Administrative Agent for an advance made under any 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 11:00 10:00 a.m. (Chicago New York 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 10:00 a.m. (Chicago New York 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 date specified in the demand of such the Issuing Bank. If any Borrower at any time fails to repay a Reimbursement Obligation pursuant to this Section 3.7, such Borrower shall be deemed to have elected to borrow 2017 Revolving Loans from the 2017 Revolving Loan Lenders, as of the date of the advance giving rise to the Reimbursement Obligation, in an aggregate amount equal to (and in amount to the Dollar Amount of same Agreed Currency as) the unpaid Reimbursement Obligation. Such 2017 Revolving Loans 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 the making of 2017 Revolving Loans. Such 2017 Revolving Loans made pursuant to this Section 3.7, if made in Dollars, shall initially, until converted, constitute a initially be Floating Rate AdvanceAdvances 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 other conditions and limitations therein set forth and set forth in Article II and in the definition of Interest Period. 2017 Revolving Loans made pursuant to this Section 3.7, if made in an Agreed Currency other than Dollars, shall initially be Eurocurrency Rate Advances having an Interest Period selected by the proceeds of which Advance Administrative Agent and thereafter shall be used subject to repay such Reimbursement ObligationSection 2.9 and the other conditions and limitations therein set forth and set forth in Article II and in the definition of Interest Period. If, for any reason, any Borrower the Company fails to repay a Reimbursement Obligation on the day such Reimbursement Obligation arises and, for any reason, the 2017 Revolving Loan Lenders are unable to make or have no obligation to make 2017 Revolving Loans, then such Reimbursement Obligation shall bear interest from and after such day, until paid in full, at the interest rate otherwise applicable thereto to a Floating Rate Advance consisting of 2017 Revolving Loans plus two percent (2.0%) per annum.

Reimbursement Obligation. Each To induce Administrative Agent to issue and maintain LCs and to induce Revolver Lenders to participate in issued LCs, Borrower agrees unconditionally, irrevocably and absolutely to pay immediately to or reimburse Administrative Agent (i) on the Administrative Agent, for the account of the Lendersdate on which any draft is presented under any LC, the amount of each advance drawn any draft paid or to be 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 ordinary course of its business for amending LC Agreements, for honoring drafts under or pursuant to any Letter letters of Credit or an L/C Draft related thereto credit, and issued on its behalf (such obligation taking similar action in connection with letters of each credit. If Borrower to reimburse the has not reimbursed Administrative Agent for an advance made under any Letter drafts paid or to be paid within 24 hours of Credit or L/C Draft being hereinafter referred demand therefor by Administrative Agent, Administrative Agent is hereby irrevocably authorized to fund such reimbursement obligations 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 Base Rate Borrowing under 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 Revolver Facility to the account extent 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 availability under the city of the applicable Eurocurrency Payment Office Revolver Facility and 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 date specified in the demand of such Issuing Bank. If any Borrower at any time fails to repay a Reimbursement Obligation pursuant to this Section 3.7, such Borrower shall be deemed to have elected to borrow Revolving Loans from the Lenders, as of the date of the advance giving rise to the Reimbursement Obligation, equal in amount to the Dollar Amount of the unpaid Reimbursement Obligation. Such Revolving Loans 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 in this Agreement for such a Borrowing (OTHER THAN any notice requirements or minimum funding amounts) have, to an Advance of Revolving LoansAdministrative Agent's knowledge, been satisfied. Such Revolving Loans shall initially, until converted, constitute a Floating Rate Advance, the The proceeds of which Advance such Borrowing under the Revolver Facility shall be used advanced directly to repay such Reimbursement ObligationAdministrative Agent in payment of Borrower's unpaid reimbursement obligation. If, If for any reason, any Borrower fails to repay a Reimbursement Obligation on funds cannot be advanced under the day such Reimbursement Obligation arises and, for any reason, the Lenders are unable to make or have no obligation to make Revolving LoansRevolver Facility, then such Reimbursement Obligation Borrower's reimbursement obligation shall bear 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 from and after such day, until paid in full, at the Default Rate, which accrued interest rate otherwise applicable thereto plus two percent (2.0%) per annumshall be payable on demand.

Reimbursement Obligation. Each To induce Administrative Agent to issue and maintain LCs and to induce Revolver Lenders to participate in issued LCs, Borrower agrees unconditionally, irrevocably and absolutely to pay immediately to or reimburse Administrative Agent (i) on the Administrative Agent, for the account of the Lendersdate on which any draft is presented under any LC, the amount of each advance drawn any draft paid or to be 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 ordinary course of its business for amending LC Agreements, for honoring drafts under or pursuant to any Letter letters of Credit or an L/C Draft related thereto credit, and issued on its behalf (such obligation taking similar action in connection with letters of each credit. If Borrower to reimburse the has not reimbursed Administrative Agent for an advance made under any Letter drafts paid or to be paid within 24 hours of Credit or L/C Draft being hereinafter referred demand therefor by Administrative Agent, Administrative Agent is hereby irrevocably authorized to fund such reimbursement obligations 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 Base Rate Borrowing under 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 Revolver Facility to the account extent 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 availability under the city of the applicable Eurocurrency Payment Office Revolver Facility and 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 date specified in the demand of such Issuing Bank. If any Borrower at any time fails to repay a Reimbursement Obligation pursuant to this Section 3.7, such Borrower shall be deemed to have elected to borrow Revolving Loans from the Lenders, as of the date of the advance giving rise to the Reimbursement Obligation, equal in amount to the Dollar Amount of the unpaid Reimbursement Obligation. Such Revolving Loans 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 in this Agreement for such a Borrowing (other than any notice requirements or minimum funding amounts) have, to an Advance of Revolving LoansAdministrative Agent's knowledge, been satisfied. Such Revolving Loans shall initially, until converted, constitute a Floating Rate Advance, the The proceeds of which Advance such Borrowing under the Revolver Facility shall be used advanced directly to repay such Reimbursement ObligationAdministrative Agent in payment of Borrower's unpaid reimbursement obligation. If, If for any reason, any Borrower fails to repay a Reimbursement Obligation on funds cannot be advanced under the day such Reimbursement Obligation arises and, for any reason, the Lenders are unable to make or have no obligation to make Revolving LoansRevolver Facility, then such Reimbursement Obligation Borrower's reimbursement obligation shall bear 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 from and after such day, until paid in full, at the Default Rate, which accrued interest rate otherwise applicable thereto plus two percent (2.0%) per annumshall be payable on demand.

Reimbursement Obligation. Each Borrower of the Borrowers and Subsidiary ------------------------- Obligors agrees unconditionally, irrevocably and absolutely upon receipt of notice from the Agent or the applicable Issuing Lender to pay immediately to the Administrative Agent, for the account of the applicable Issuing Lender or the account of the Lenders, as the case may be, the amount of each advance which may be drawn under or pursuant to any a Letter of Credit issued for its account or an L/C Draft related thereto and issued on its behalf (such obligation of each Borrower of the Borrowers and Subsidiary Obligors to reimburse the Administrative Issuing Lender or the Agent for an advance made under any 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 payment to be made by such 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 Lender 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, 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 payment shall be made in the applicable currency in which such Letter of Credit was issued. Any Issuing Lender may direct the Agent to make such demand with respect to Letters of Credit issued by such Issuing BankLender. If any Borrower at any time fails to repay a Reimbursement Obligation pursuant to this Section 3.72.18, such Borrower shall be deemed to have elected to borrow a ------------- Revolving Loans Loan from the applicable Lenders, as of the date of the advance Advance giving rise to the Reimbursement Obligation, Obligation equal in amount to the Dollar Amount amount of the unpaid Reimbursement Obligation. Such Revolving Loans 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 LoansLoans if such Borrower shall have failed to make such payment to the Agent for the account of the applicable Issuing Lender prior to such time. Such Revolving Loans shall initially, until converted, constitute a Floating Base Rate Advance, 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 reason, any Borrower or Subsidiary Obligor fails to repay a Reimbursement Obligation on the day such Reimbursement Obligation arises and, for any reason, the Lenders are unable to make or have no obligation to make a Revolving LoansLoan, then such Reimbursement Obligation shall bear interest from and after such day, until paid in full, at the interest rate otherwise applicable thereto plus two percent (2.0%) per annumto a Base Rate Advance, or in the case of standby Letters of Credit denominated in Korean Won, at the Korean CD Rate.

Reimbursement Obligation. Each Borrower agrees unconditionallyTo induce Lender to issue and maintain LCs, irrevocably Borrowers agree, jointly and absolutely severally, to pay immediately to or reimburse Lender (i) on the Administrative Agentfirst (1st) Business Day after Lender notifies Borrowers that Lender has made payment under an LC, for the account of the Lendersamount paid by Lender, and (ii) within three (3) Business Days after demand, the amount of each advance drawn 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 date on which reimbursement is 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 (OTHER THAN any notice requirements or pursuant minimum funding amounts) have been satisfied. The proceeds of such 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 Letter of Credit or an L/C Draft related thereto 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 issued on its behalf (such obligation of each Borrower to reimburse the Administrative Agent for an advance made unconditional under any Letter and all circumstances and irrespective 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)any setoff, 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 timecounterclaim, or local time in the city of the applicable Eurocurrency Payment Office if such L/C is issued defense 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 date specified in the demand of such Issuing Bank. If payment that any Borrower may have at any time fails 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 repay a Reimbursement Obligation pursuant reimburse Lender for such draft under this SECTION, the amount of such draft bears interest payable to this Section 3.7, such Borrower shall be deemed Lender at the rate then applicable to have elected to borrow Revolving Loans from Base Rate Borrowings. From the Lenders, as of the due date of the advance giving rise respective amounts due under this SECTION, to the Reimbursement Obligation, equal in amount to the Dollar Amount of the unpaid Reimbursement Obligation. Such Revolving Loans shall be made as of the date of the paid (including any 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. Such Revolving Loans shall initially, until converted, constitute a Floating Rate Advance, the from proceeds of which Advance shall be used to repay such Reimbursement Obligation. Ifa Base Rate Borrowing), for any reason, any Borrower fails to repay a Reimbursement Obligation unpaid reimbursement amounts accrue interest that is payable on the day such Reimbursement Obligation arises and, for any reason, the Lenders are unable to make or have no obligation to make Revolving Loans, then such Reimbursement Obligation shall bear interest from and after such day, until paid in full, demand at the interest default rate otherwise applicable thereto plus two percent (2.0%) per annumset forth in SECTION 2.10.

Reimbursement Obligation. Each Borrower agrees unconditionallyTo induce Issuing Bank to issue and maintain LCs, irrevocably and absolutely to induce Lenders to participate in issued LCs, Borrowers agree, jointly and severally, to pay immediately to or reimburse Issuing Bank (i) on the second (2nd) Business Day after Issuing Bank notifies Administrative AgentAgent and Borrowers that Issuing Bank has made payment under a LC, for the account of the Lendersamount paid by Issuing Bank, and (ii) within five (5) Business Days after demand, the amount of each advance drawn 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 date on which reimbursement is 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 (other than any notice requirements or minimum funding amounts) 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 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 Letter of Credit or an L/C Draft related thereto condition precedent set forth in Section 5, then Borrowers’ reimbursement obligation shall constitute a demand obligation. Borrowers’ obligations under this Section are absolute and issued on its behalf (such obligation of each Borrower to reimburse the Administrative Agent for an advance made unconditional under any Letter and all circumstances and irrespective 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)any setoff, 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 timecounterclaim, or local time in the city of the applicable Eurocurrency Payment Office if such L/C is issued defense 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 date specified in the demand of such Issuing Bank. If payment that any Borrower may have at any time fails 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 repay a Reimbursement Obligation pursuant reimburse Issuing Bank for that draft under this Section, the amount of that draft bears interest payable to this Section 3.7, such Borrower shall be deemed Issuing Bank at the rate then applicable to have elected to borrow Revolving Loans Base Rate Borrowings. from the Lenders, as of the demand date of the advance giving rise respective amounts due under this Section, to the Reimbursement Obligation, equal in amount to the Dollar Amount of the unpaid Reimbursement Obligation. Such Revolving Loans shall be made as of the date of the paid (including any 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. Such Revolving Loans shall initially, until converted, constitute a Floating Rate Advance, the from proceeds of which Advance shall be used to repay such Reimbursement Obligation. Ifa Base Rate Borrowing), for any reason, any Borrower fails to repay a Reimbursement Obligation unpaid reimbursement amounts accrue interest that is payable on the day such Reimbursement Obligation arises and, for any reason, the Lenders are unable to make or have no obligation to make Revolving Loans, then such Reimbursement Obligation shall bear interest from and after such day, until paid in full, demand at the interest rate otherwise applicable thereto plus two percent (2.0%) per annumDefault Rate.

Reimbursement Obligation. Each Borrower agrees unconditionallyThe relevant Letter of Credit Party will pay Chase, irrevocably and absolutely to pay on the same Business Day, at Chase's Principal Office, in immediately to the Administrative Agent, for the account of the Lendersavailable funds, the amount required to reimburse Chase in respect of Chase's payment 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 Instrument. If such Letter of Credit or L/C Draft), each Party shall not reimburse Chase on the same Business Day but such reimbursement to shall be made by within two (2) Banking Days after such Borrower no later than Letter of Credit Party is obligated to reimburse Chase, then such reimbursement shall be made with interest at the Business Day rate of interest on Revolving Credit Loans which are Base Rate Loans (plus the applicable Issuing Bank makes payment Applicable Margin) from the date of each Chase's reimbursement of 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 Instrument to the account date 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 date specified in the demand Credit Party's reimbursement of such Issuing BankChase. If any Borrower such reimbursement is made at any time fails to repay a Reimbursement Obligation pursuant to this Section 3.7thereafter, such Borrower reimbursement shall be deemed to have elected to borrow made with interest at the Default Rate on Revolving Credit Loans which are Base Rate Loans from the Lenders, as date of Chase's reimbursement of such Instrument to the date of such Letter of Credit Party's reimbursement of Chase. If the advance giving rise Instrument is in foreign currency, such reimbursement shall be in United States currency at Chase's selling rate for cable transfers to the Reimbursement Obligation, equal in amount to the Dollar Amount place of payment of the unpaid Reimbursement Obligation. Such Revolving Loans shall be made as of Instrument current on the date of the payment giving rise to such Reimbursement Obligationor of Chase's settlement of its obligation, automatically, without notice and without any requirement to satisfy the conditions precedent otherwise applicable to an Advance of Revolving Loans. Such Revolving Loans shall initially, until converted, constitute a Floating Rate Advance, the proceeds of which Advance shall be used to repay such Reimbursement Obligationas Chase may require. If, for any reasoncause, any Borrower fails to repay a Reimbursement Obligation on the day 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 Reimbursement Obligation arises and, for any reasontransfers, the Lenders are unable Letter of Credit Party will pay Chase on demand an amount in United States currency equivalent to Chase's actual cost of settlement of its obligation however or whenever Chase shall make or have no obligation to make Revolving Loanssuch settlement, then such Reimbursement Obligation shall bear with interest from and after such day, until paid in full, at the interest rate otherwise 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 Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto plus two percent and will pay Chase, on demand, in Dollars, such amount as Chase may be or may have been required to expend on account of such regulations. Chase may debit or direct any other Bank to debit any account or accounts maintained by the Letter of Credit Party with any office of Chase or any other Bank or any of their respective Subsidiaries or affiliates (2.0%now or in the future) per annumand apply the proceeds to the payment of any and all amounts owed by such Letter of Credit Party to Chase hereunder.

Reimbursement Obligation. 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 any a Letter of Credit issued on behalf of such Borrower or an L/C Draft related thereto and issued on its behalf (such obligation of each such Borrower to reimburse such Issuing Bank or the Administrative Agent for an advance made under any 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 11:00 10:00 a.m. (Chicago New York 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 10:00 a.m. (Chicago New York 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 date specified in the demand of such the applicable Issuing Bank. If any Borrower at any time fails to repay a Reimbursement Obligation pursuant to this Section 3.7, such Borrower shall be deemed to have elected to borrow Revolving Loans from the Revolving Loan Lenders, as of the date of the advance giving rise to the Reimbursement Obligation, in an aggregate amount equal to (and in amount to the Dollar Amount of same Agreed Currency as) the unpaid Reimbursement Obligation. Such Revolving Loans shall be made as of the date of the payment giving rise to such Reimbursement Obligation, automatically, without notice and without any requirement Obligation subject to satisfy satisfaction of the conditions precedent otherwise applicable to an Advance of Revolving Loansborrowing set forth herein. Such Revolving Loans made pursuant to this Section 3.7, if made in Dollars, shall initially, until converted, constitute a initially be Floating Rate AdvanceAdvances 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 other conditions and limitations therein set forth and set forth in Article II and in the definition of Interest Period. Revolving Loans made pursuant to this Section 3.7, if made in an Agreed Currency other than Dollars, shall initially be Eurocurrency Rate Advances having an Interest Period selected by the proceeds of which Advance Administrative Agent and thereafter shall be used subject to repay such Reimbursement ObligationSection 2.9 and the other conditions and limitations therein set forth and set forth in Article II and in the definition of Interest Period. If, for any reason, any Borrower fails the Borrowers fail to repay a Reimbursement Obligation on the 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 then due from the Borrowers in respect thereof and such Revolving Loan Lender’s Pro Rata Share thereof. Promptly following receipt of such notice, 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 Issuing Bank 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 this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Loan Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Loan Lender pursuant to this paragraph to reimburse the Issuing Bank for any Reimbursement Obligations (other than the funding of Revolving Loans as contemplated above) shall not constitute a Revolving Loan and shall not relieve the Borrowers of their obligation to reimburse such Reimbursement Obligation Obligations. Reimbursement Obligations that have not been paid by the Borrowers when due shall bear interest from and after such day, until paid in full, at the interest rate otherwise applicable thereto to a Floating Rate Advance consisting of Revolving Loans plus two percent (2.0%) per annum.

Reimbursement Obligation. Each Borrower agrees unconditionallyTo induce Issuing Bank to issue and maintain LCs, irrevocably and absolutely to induce Lenders to participate in issued LCs, Borrowers agree, jointly and severally, to pay immediately to or reimburse Issuing Bank (i) on the second (2nd) Business Day after Issuing Bank notifies Administrative AgentAgent and Borrowers that Issuing Bank has made payment under a LC, for the account of the Lendersamount paid by Issuing Bank, and (ii) within five (5) Business Days after demand, the amount of each advance drawn any additional fees Issuing Bank customarily charges for amending LCs Agreements, for honoring drafts under or pursuant to LCs, and for taking similar action in connection with letters of credit. If Borrowers have not reimbursed Issuing Bank for any Letter of Credit or an L/C Draft related thereto and issued drafts paid by the date on its behalf (such obligation of each Borrower to reimburse the which reimbursement is required under this SECTION, then Administrative Agent for an advance made under any Letter of Credit or L/C Draft being hereinafter referred is irrevocably authorized to fund Borrowers' reimbursement obligations as a “Reimbursement Obligation” with respect Base Rate Borrowing if the conditions in this Agreement for such a Borrowing (OTHER THAN any notice requirements or minimum funding amounts) have, to such Letter of Credit or L/C Draft)Administrative Agent's knowledge, 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 been satisfied. Borrower shall have received notice 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 that Borrowing shall be advanced directly to Issuing Bank to pay Borrowers' unpaid reimbursement obligations. If funds cannot be advanced as a Reimbursement Obligation later than 11:00 a.m. (Chicago timeresult 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 local time in the city of the applicable Eurocurrency Payment Office if such L/C is issued defense 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 date specified in the demand of such Issuing Bank. If payment that any Borrower may have at any time fails 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 repay a Reimbursement Obligation pursuant reimburse Issuing Bank for that draft under this SECTION, the amount of that draft bears interest payable to this Section 3.7, such Borrower shall be deemed Issuing Bank at the rate then applicable to have elected to borrow Revolving Loans from Base Rate Borrowings. From the Lenders, as of the demand date of the advance giving rise respective amounts due under this SECTION, to the Reimbursement Obligation, equal in amount to the Dollar Amount of the unpaid Reimbursement Obligation. Such Revolving Loans shall be made as of the date of the paid (including any 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. Such Revolving Loans shall initially, until converted, constitute a Floating Rate Advance, the from proceeds of which Advance shall be used to repay such Reimbursement Obligation. Ifa Base Rate Borrowing), for any reason, any Borrower fails to repay a Reimbursement Obligation unpaid reimbursement amounts accrue interest that is payable on the day such Reimbursement Obligation arises and, for any reason, the Lenders are unable to make or have no obligation to make Revolving Loans, then such Reimbursement Obligation shall bear interest from and after such day, until paid in full, demand at the interest rate otherwise applicable thereto plus two percent (2.0%) per annumDefault Rate.

Reimbursement Obligation. Each The applicable Borrower agrees unconditionallywill pay Chase, irrevocably and absolutely to pay on demand at Chase's Principal Office, in immediately to the Administrative Agent, for the account of the Lendersavailable funds, 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 required to reimburse the Administrative Agent for an advance made under any Letter Chase in respect 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 Chase's 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 instrument under a Letter of Credit. 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 specified in the demand of Chase's payment of such Issuing Bank. If any Borrower at any time fails instrument to repay a Reimbursement Obligation pursuant to this Section 3.7, such Borrower shall be deemed to have elected to borrow Revolving Loans from the Lenders, as of the date of the advance giving rise to the Reimbursement Obligationapplicable Borrower's reimbursement of Chase, equal in amount to the Dollar Amount of the unpaid Reimbursement Obligation. Such Revolving Loans and if reimbursed thereafter, such reimbursement shall be made as of with interest at the Default Rate on Revolving Credit Loans from the date of Chase's payment of such instrument to the payment giving rise to date of reimbursement. If any instrument is payable in a foreign currency, such Reimbursement Obligation, automatically, without notice and without any requirement to satisfy the conditions precedent otherwise applicable to an Advance of Revolving Loans. Such Revolving Loans shall initially, until converted, constitute a Floating Rate Advance, the proceeds of which Advance reimbursement shall be used in United States currency at Chase's selling rate for cable transfers to repay such Reimbursement Obligationthe place of payment of the instrument current on the date of payment or of Chase's settlement of its obligation, as Chase may require. If, for any reasoncause, any Borrower fails to repay a Reimbursement Obligation on the day 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 Reimbursement Obligation arises and, for any reasontransfers, the Lenders are unable applicable Borrower will pay Chase on demand an amount in United States currency equivalent to Chase's actual cost of settlement of its obligation however or whenever Chase shall make or have no obligation to make Revolving Loanssuch settlement, then such Reimbursement Obligation shall bear with interest from and after such day, until paid in full, at the interest rate otherwise Prime Rate plus the Margin for Revolving Credit Loans from the date of settlement to the date of payment. Each Borrower will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or instrument or payments related thereto plus two percent (2.0%) per annumand will pay Chase, on demand, in Dollars, such amount as Chase may be or may have been required to expend on account of such regulations. Chase may debit or direct any other Lender, the Agent, or the Servicing Agent to debit any account or accounts maintained by such Borrower with any office of Chase or any other Lender.

Reimbursement Obligation. Each To induce Issuing Bank to issue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrower agrees unconditionally, irrevocably and absolutely to pay immediately to or reimburse Issuing Bank (A) on the first (1st) Business Day after Issuing Bank notifies Administrative AgentAgent and Borrower that it has made payment under a LC, for the account of the Lendersamount paid by Issuing Bank, and (B) within five (5) Business Days after demand, the amount of each advance drawn any additional fees Issuing Bank customarily charges for amending LCs Agreements, for honoring drafts under or pursuant to LCs, and for taking similar action in connection with letters of credit. If Borrower has not reimbursed Issuing Bank for any Letter of Credit or an L/C Draft related thereto and issued drafts paid by the date on its behalf (such obligation of each Borrower to reimburse the which reimbursement is required under this SECTION, then Administrative Agent for 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 advance made 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 Letter and all circumstances and irrespective 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)any setoff, 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 timecounterclaim, or local time in the city of the applicable Eurocurrency Payment Office if such L/C is issued defense 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 date specified in the demand of such Issuing Bank. If any payment that Borrower may have at any time fails 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 repay a Reimbursement Obligation pursuant reimburse Issuing Bank for that draft under this SECTION, the amount of such draft bears interest payable to this Section 3.7, such Borrower shall be deemed Issuing Bank at the rate then applicable to have elected to borrow Revolving Loans from Base Rate Loans. From the Lenders, as of the due date of the advance giving rise respective amounts due under this SECTION, to the Reimbursement Obligation, equal in amount to the Dollar Amount of the unpaid Reimbursement Obligation. Such Revolving Loans shall be made as of the date of the paid (including any 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. Such Revolving Loans shall initially, until converted, constitute a Floating Rate Advance, the from proceeds of which Advance shall be used to repay such Reimbursement Obligation. Ifa Base Rate Loan), for any reason, any Borrower fails to repay a Reimbursement Obligation unpaid reimbursement amounts accrue interest that is payable on the day such Reimbursement Obligation arises and, for any reason, the Lenders are unable to make or have no obligation to make Revolving Loans, then such Reimbursement Obligation shall bear interest from and after such day, until paid in full, demand at the interest rate otherwise applicable thereto plus Base Rate PLUS two percent (2.02%) per annum).

Reimbursement Obligation. Each Borrower agrees unconditionallywill pay Chase, irrevocably and absolutely to pay on demand at Chase's Principal Office, in immediately to the Administrative Agent, for the account of the Lendersavailable funds, 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 required to reimburse the Administrative Agent for an advance made under any Letter Chase in respect 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 Chase's 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 date specified in the demand of such Issuing BankInstrument. If any Borrower at any time fails to repay a Reimbursement Obligation pursuant to this Section 3.7, such Borrower Such reimbursement shall be deemed to have elected to borrow made with interest at the Default Rate on Revolving Credit Loans from the Lenders, as date of Chase's demand for reimbursement of such Instrument to the date of reimbursement. If the advance giving rise Instrument is in foreign currency, such reimbursement shall be in Dollars at Chase's selling rate for cable transfers to the Reimbursement Obligation, equal in amount to the Dollar Amount place of payment of the unpaid Reimbursement Obligation. Such Revolving Loans shall be made as of Instrument current on the date of the payment giving rise to such Reimbursement Obligationor of Chase's settlement of its obligation, automatically, without notice and without any requirement to satisfy the conditions precedent otherwise applicable to an Advance of Revolving Loans. Such Revolving Loans shall initially, until converted, constitute a Floating Rate Advance, the proceeds of which Advance shall be used to repay such Reimbursement Obligationas Chase may require. If, for any reasoncause, 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, Borrower will pay Chase on demand an amount in Dollars equivalent to Chase's actual cost of settlement of its obligation however or whenever 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. 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 Chase, on demand, in Dollars, such amount as Chase may be or may have been required to expend on account of such regulations. Chase may debit, or direct any other Bank to debit, any account or accounts maintained by Borrower fails with any office of Chase or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to repay a Reimbursement Obligation on the day payment of any and all amounts owed by Borrower to Chase hereunder, and such Reimbursement Obligation arises andBank, for any reason, the Lenders are unable Subsidiary or Affiliate shall be authorized to make or have no obligation to make Revolving Loans, then such Reimbursement Obligation act in accordance herewith and shall bear interest from and after such day, until paid in full, at the interest rate otherwise applicable thereto plus two percent (2.0%) per annumtreat this authorization as irrevocable.

Reimbursement Obligation. (a) Each Borrower on whose behalf a Letter of Credit is issued agrees unconditionally, irrevocably and absolutely to pay immediately to the Administrative Agent, for the account of the applicable Lenders, the amount of each advance drawn under or pursuant to any a Letter of Credit or an L/C Draft related thereto and issued on its behalf (such obligation of each Borrower the Borrowers to reimburse the Administrative Agent for an advance made under any 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 11:00 a.m. 12:00 noon (Chicago New York 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. 12:00 noon (Chicago New York 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 date specified in the demand of such Issuing Bank. If any the applicable Borrower at any time fails to repay a Reimbursement Obligation pursuant to this Section 3.73.07, the Issuing Bank shall promptly notify the Administrative Agent and the Administrative Agent shall promptly notify each applicable Lender and such Borrower shall be deemed to have elected requested to borrow Revolving Loans from the applicable Lenders, as of the date of the advance giving rise to the Reimbursement Obligation, in Dollars in an amount equal in amount to the Dollar Amount (calculated based upon the Equivalent Amount in effect on the date of payment thereof) of the unpaid Reimbursement Obligation. Such Revolving Loans 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. Such Revolving Loans shall initially, until converted, constitute a Floating Rate AdvanceNotwithstanding anything herein to the contrary, the proceeds full risk of which Advance currency fluctuations shall be used borne by the applicable Borrower and such Borrower agrees to repay such Reimbursement Obligation. If, for any reason, any Borrower fails to repay a Reimbursement Obligation on indemnify and hold harmless the day such Reimbursement Obligation arises and, for any reason, Issuing Bank and the Lenders are unable to make or have no obligation to make Revolving Loans, then such Reimbursement Obligation shall bear interest from and after such day, until paid against any loss resulting from any advance denominated in full, at a currency other than in Dollars for which the interest rate otherwise applicable thereto plus two percent (2.0%) per annumLenders reimburse the Issuing Bank in Dollars as provided above.

Reimbursement Obligation. Each To induce Issuing Lender to issue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrower agrees unconditionally, irrevocably and absolutely to pay immediately to or reimburse Issuing Lender (i) on the Administrative Agentfirst Business Day after an Issuing Lender notifies Agent and Borrower that it has made payment under an LC, for the account of the Lendersamount paid by Issuing Lender and (ii) within five Business Days after demand, the amount of each advance drawn 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 date on which reimbursement is 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 (other than any notice requirements or pursuant minimum funding amounts) have, to any Letter Agent's knowledge, been satisfied. The proceeds of Credit or an L/C Draft related thereto 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 issued on its behalf (such obligation of each Borrower to reimburse the Administrative Agent for an advance made unconditional under any Letter and all circumstances and irrespective 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)any setoff, 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 timecounterclaim, or local time in the city of the applicable Eurocurrency Payment Office if such L/C is issued defense 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 date specified in the demand of such Issuing Bank. If any payment that Borrower may have at any time fails 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 repay a Reimbursement Obligation pursuant reimburse Issuing Lender for that draft under this section, the amount of that draft bears interest payable to this Section 3.7, such Borrower shall be deemed Issuing Lender at the rate then applicable to have elected to borrow Revolving Loans from Base-Rate Borrowings. From the Lenders, as of the due date of the advance giving rise respective amounts due under this section, to the Reimbursement Obligation, equal in amount to the Dollar Amount of the unpaid Reimbursement Obligation. Such Revolving Loans shall be made as of the date of the paid (including any 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. Such Revolving Loans shall initially, until converted, constitute a Floating Rate Advance, the from proceeds of which Advance shall be used to repay such Reimbursement Obligation. Ifa Base-Rate Borrowing), for any reason, any Borrower fails to repay a Reimbursement Obligation unpaid reimbursement amounts accrue interest that is payable on the day such Reimbursement Obligation arises and, for any reason, the Lenders are unable to make or have no obligation to make Revolving Loans, then such Reimbursement Obligation shall bear interest from and after such day, until paid in full, demand at the interest rate otherwise applicable thereto plus two percent (2.0%) per annumDefault Rate.

Reimbursement Obligation. Each Borrower The Company hereby unconditionally and irrevocably agrees unconditionally, irrevocably to reimburse CoBank in full in immediately available funds for each payment and absolutely 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 immediately such reimbursement obligation in full by such time, the Company hereby authorizes CoBank to make a Support L/C Facility Loan under the Administrative AgentSupport 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 Lendersmaking 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 amount date of each advance drawn a payment or disbursement by CoBank under or pursuant to any Letter of Credit shall bear interest from the date of such payment or an disbursement to the date that CoBank is reimbursed by the Company therefor (directly or by way of a Support L/C Draft related thereto and issued Facility Loan), payable on its behalf (such obligation of each Borrower demand, at a rate per annum equal to reimburse the Administrative Agent LIBOR Index Option provided for an advance in the Support L/C Facility Note. CoBank will endeavor to notify the Company whenever any demand for payment is made under any Letter of Credit or L/C Draft being hereinafter referred by the beneficiary thereunder; provided that the failure of CoBank to as a “Reimbursement Obligation” with respect to such Letter so notify the Company shall not affect the rights 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 CoBank 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 date specified in the demand of such Issuing Bank. If any Borrower at any time fails to repay a Reimbursement Obligation pursuant to this Section 3.7, such Borrower shall be deemed to have elected to borrow Revolving Loans from the Lenders, as of the date of the advance giving rise to the Reimbursement Obligation, equal in amount to the Dollar Amount of the unpaid Reimbursement Obligation. Such Revolving Loans 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. Such Revolving Loans shall initially, until converted, constitute a Floating Rate Advance, the proceeds of which Advance shall be used to repay such Reimbursement Obligation. If, for any reason, any Borrower fails to repay a Reimbursement Obligation on the day such Reimbursement Obligation arises and, for any reason, the Lenders are unable to make or have no obligation to make Revolving Loans, then such Reimbursement Obligation shall bear interest from and after such day, until paid in full, at the interest rate otherwise applicable thereto plus two percent (2.0%) per annummanner whatsoever.

Reimbursement Obligation. Each Borrower agrees unconditionallyTo induce LC Issuers to issue and maintain LCs and to induce Lenders to participate in issued LCs, irrevocably Borrowers (jointly and absolutely severally) agree to pay immediately to or reimburse the Administrative Agent, for applicable LC Issuer (i) on the account of the Lendersdate on which any draft is presented under any LC, the amount of each advance drawn under any draft paid 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 paid by such Borrower no later than LC Issuer and (ii) promptly, upon demand, the amount of any fees (in addition to the fees described in SECTION 5) which such LC Issuer customarily charges to a Person similarly situated in the 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 Borrowers have not reimbursed the applicable LC Issuer for any drafts paid or to be paid within one (1) Business Day on which the applicable Issuing Bank makes payment of each demand therefor by such L/C Draft orLC Issuer, 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 date specified in the demand of such Issuing Bank. If any Borrower at any time fails to repay a Reimbursement Obligation pursuant to this Section 3.7, such Borrower Borrowers shall be deemed to have elected requested and Administrative Agent is hereby irrevocably authorized to borrow Revolving Loans from fund the LendersDollar Equivalent of such 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, as without limitation, the Termination Date has occurred), funds cannot be advanced under the Revolver Facility, then Borrowers' reimbursement obligation shall continue to be due and payable. Borrowers' obligations under this SECTION 2.2(c) shall be 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 the advance giving rise to the Reimbursement Obligationdemand for reimbursement is made, equal in amount to the Dollar Amount Equivalent of unpaid reimbursement obligations shall accrue interest at the unpaid Reimbursement Obligation. Such Revolving Loans Base Rate, which accrued interest shall be made as payable on demand; and, thereafter until the related reimbursement obligation of the date Borrowers is paid or funded by proceeds 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. Such Revolving Loans shall initially, until converted, constitute a Floating Rate AdvanceBorrowing, the proceeds Dollar 17 ACS CREDIT AGREEMENT Equivalent of unpaid reimbursement obligations shall accrue interest at the Default Rate, which Advance accrued interest shall be used to repay such Reimbursement Obligation. If, for any reason, any Borrower fails to repay a Reimbursement Obligation payable on the day such Reimbursement Obligation arises and, for any reason, the Lenders are unable to make or have no obligation to make Revolving Loans, then such Reimbursement Obligation shall bear interest from and after such day, until paid in full, at the interest rate otherwise applicable thereto plus two percent (2.0%) per annumdemand.

Reimbursement Obligation. Each To induce Issuing Lender to issue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrower agrees unconditionally, irrevocably and absolutely to pay immediately to or reimburse Issuing Lender (i) on the Administrative Agentfirst Business Day after an Issuing Lender notifies Agent and Borrower that it has made payment under an LC, for the account of the Lendersamount paid by Issuing Lender and (ii) within five Business Days after demand, the amount of each advance drawn 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 date on which reimbursement is 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 (other than any notice requirements or pursuant minimum funding amounts) have, to any Letter Agent’s knowledge, been satisfied. The proceeds of Credit or an L/C Draft related thereto 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 issued on its behalf (such obligation of each Borrower to reimburse the Administrative Agent for an advance made unconditional under any Letter and all circumstances and irrespective 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)any setoff, 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 timecounterclaim, or local time in the city of the applicable Eurocurrency Payment Office if such L/C is issued defense 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 date specified in the demand of such Issuing Bank. If any payment that Borrower may have at any time fails 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 repay a Reimbursement Obligation pursuant reimburse Issuing Lender for that draft under this section, the amount of that draft bears interest payable to this Section 3.7, such Borrower shall be deemed Issuing Lender at the rate then applicable to have elected to borrow Base-Rate Revolving Loans from Borrowings. From the Lenders, as of the due date of the advance giving rise respective amounts due under this section, to the Reimbursement Obligation, equal in amount to the Dollar Amount of the unpaid Reimbursement Obligation. Such Revolving Loans shall be made as of the date of the paid (including any 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. Such Revolving Loans shall initially, until converted, constitute a Floating Rate Advance, the from proceeds of which Advance shall be used to repay such Reimbursement Obligation. Ifa Base-Rate Revolving Borrowing), for any reason, any Borrower fails to repay a Reimbursement Obligation unpaid reimbursement amounts accrue interest that is payable on the day such Reimbursement Obligation arises and, for any reason, the Lenders are unable to make or have no obligation to make Revolving Loans, then such Reimbursement Obligation shall bear interest from and after such day, until paid in full, demand at the interest rate otherwise applicable thereto plus two percent (2.0%) per annumDefault Rate.

Reimbursement Obligation. Each To induce Issuing Bank to issue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrower agrees unconditionally, irrevocably and absolutely to pay immediately to or reimburse Issuing Bank (A) on the first (1st) Business Day after Issuing Bank notifies Administrative AgentAgent and Borrower that it has made payment under a LC, for the account of the Lendersamount paid by Issuing Bank, and (B) within five (5) Business Days after demand, the amount of each advance drawn any additional fees Issuing Bank customarily charges for amending LCs Agreements, for honoring drafts under or pursuant to LCs, and for taking similar action in connection with letters of credit. If Borrower has not reimbursed Issuing Bank for any Letter of Credit or an L/C Draft related thereto and issued drafts paid by the date on its behalf (such obligation of each Borrower to reimburse the which reimbursement is required under this SECTION, then Administrative Agent for 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 advance made 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 Letter and all circumstances and irrespective 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)any setoff, 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 timecounterclaim, or local time in the city of the applicable Eurocurrency Payment Office if such L/C is issued defense 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 date specified in the demand of such Issuing Bank. If any payment that Borrower may have at any time fails 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 repay a Reimbursement Obligation pursuant reimburse Issuing Bank for that draft under this SECTION, the amount of such draft bears interest payable to this Section 3.7, such Borrower shall be deemed Issuing Bank at the rate then applicable to have elected to borrow Revolving Loans from Base Rate Loans. From the Lenders, as of the due date of the advance giving rise respective amounts due under this SECTION, to the Reimbursement Obligation, equal in amount to the Dollar Amount of the unpaid Reimbursement Obligation. Such Revolving Loans shall be made as of the date of the paid (including any 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. Such Revolving Loans shall initially, until converted, constitute a Floating Rate Advance, the from proceeds of which Advance shall be used to repay such Reimbursement Obligation. Ifa Base Rate Loan), for any reason, any Borrower fails to repay a Reimbursement Obligation unpaid reimbursement amounts accrue interest that is payable on the day such Reimbursement Obligation arises and, for any reason, the Lenders are unable to make or have no obligation to make Revolving Loans, then such Reimbursement Obligation shall bear interest from and after such day, until paid in full, demand at the interest rate otherwise applicable thereto plus Base Rate PLUS two percent (2.02%) per annum.). AMENDED AND RESTATED CREDIT AGREEMENT 25

Reimbursement Obligation. Each The Borrower agrees unconditionallywill pay the Issuing Bank, irrevocably and absolutely to pay on demand at the Issuing Bank's Principal Office, in immediately to the Administrative Agent, for the account of the Lendersavailable funds, 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 required 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 in respect of the Issuing Bank's 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 date specified in the demand of such Issuing BankInstrument. If any Borrower at any time fails to repay a Reimbursement Obligation pursuant to this Section 3.7, such Borrower Such reimbursement shall be deemed to have elected to borrow Revolving Loans made with interest from the Lenders, as of the date of the advance giving rise Issuing Bank's payment of such Instrument to the Reimbursement Obligation, equal in amount to the Dollar Amount of the unpaid Reimbursement Obligation. Such Revolving Loans shall be made as of date which is two (2) Business Days after the date of such demand at the payment giving rise to such Reimbursement ObligationBase Rate, automatically, without notice and without any requirement to satisfy thereafter at the conditions precedent otherwise applicable to an Advance Default Rate until the date of Revolving Loansreimbursement. Such Revolving Loans shall initially, until converted, constitute a Floating Rate Advance, the proceeds of which Advance reimbursement shall be used in Dollars at the Issuing Bank's selling rate for cable transfers to repay the place of payment of the Instrument current on the date of payment or of the Issuing Bank's settlement of its obligation, as the Issuing Bank may require or, at the Issuing Bank's election, in the currency in which the Issuing Bank was required to pay such Reimbursement ObligationInstrument. If, for any reasoncause, any Borrower fails to repay a Reimbursement Obligation on the day 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 Reimbursement Obligation arises and, for any reasontransfers, the Lenders are unable Borrower will pay the Issuing Bank on demand an amount in Dollars equivalent to the Issuing Bank's actual cost of settlement of its obligation however or whenever the Issuing Bank shall make or have no obligation to make Revolving Loanssuch settlement, then such Reimbursement Obligation shall bear with interest from and after such day, until paid in full, at the Base Rate for Base Rate Loans from the date of settlement to the date of payment. 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 the Issuing Bank, on demand, in Dollars, such amount as the Issuing Bank may be or may have been required to expend on account of such regulations. The Issuing Bank may debit or direct any other Lender to debit any account or accounts maintained by the Borrower with any office of the Issuing Bank or any other 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 the Borrower to the Issuing Bank hereunder, and such Lender, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable. If the due date for reimbursement by the Borrower pursuant 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 otherwise applicable thereto plus two percent (2.0%) per annumset forth in this Section 3.02.

Reimbursement Obligation. Each Borrower agrees unconditionally, irrevocably and absolutely The Borrowers hereby agree 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 Lender, on its behalf (such obligation the date on which the Letter of each Borrower Credit Lender shall be required to reimburse the Administrative Agent for an advance made pay any draft presented under any Letter of Credit or L/C Draft being hereinafter referred to as Credit, a “sum (the "Reimbursement Obligation” with respect to 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 or L/C Draft)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, each such reimbursement payable on demand, at the rate of interest applicable to be made by such Borrower no later than Base Rate Loans. If the Business Day Borrowers shall fail to pay to the Letter of Credit Lender the Reimbursement Amount on the date on which the applicable Issuing Bank makes payment Letter of each such L/C Draft or, if such Borrower Credit Lender 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 be required to the account of a Foreign Subsidiary Borrower), on pay 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 draft presented under any other draw on a Letter of Credit, the date specified Letter of Credit Lender may, at its election, consider such failure to be a request for Base Rate Loans in the demand aggregate principal amount of the unpaid Reimbursement Amount. The Borrowers hereby authorize the Letter of Credit Lender, without further request from the Borrowers, to direct the Agent to cause the Borrowers' liability to the Letter of Credit Lender for reimbursement to be repaid from the proceeds of Base Rate Loans to be made hereunder; provided, 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 the Letter of Credit Lender, in immediately available funds, not later than 3:00 p.m. (Boston, Massachusetts time) on the date of such Issuing Bankpayment (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. If any Borrower at any time fails Each Lender's obligation to repay a Reimbursement Obligation pursuant make such payment to this Section 3.7, such Borrower the Agent shall be deemed absolute and unconditional under any and all circumstances without regard to have elected 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 borrow Revolving Loans make such payment. Promptly upon its receipt of funds from the Lenders, as of the date of the advance giving rise Agent shall pay such amounts, in immediately available funds, to the Reimbursement ObligationLetter of Credit Lender, whereupon each such Lender which pays the Agent as aforesaid shall have a participation in the Letter of Credit equal in amount to the Dollar Amount of the unpaid Reimbursement Obligation. Such Revolving Loans 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. Such Revolving Loans shall initially, until converted, constitute a Floating Rate Advance, the proceeds of which Advance shall be used to repay such Reimbursement Obligation. If, for any reason, any Borrower fails to repay a Reimbursement Obligation on the day such Reimbursement Obligation arises and, for any reason, the Lenders are unable to make or have no obligation to make Revolving Loans, then such Reimbursement Obligation shall bear interest from and after such day, until paid in full, at the interest rate otherwise applicable thereto plus two percent (2.0%) per annumits Commitment Percentage.

Reimbursement Obligation. Each Borrower agrees unconditionallyTo induce that Issuer to issue and ------------------------ maintain BGs or LCs, irrevocably UK Borrowers jointly and absolutely severally agree to pay immediately to or reimburse the Issuer (i) on the first Business Day after the Issuer notifies Administrative AgentAgent and UK Borrowers that it has made payment under a BG or LC, for the account of the Lendersamount paid by that Issuer and (ii) within five Business Days after demand, the amount of each advance drawn any additional costs, expenses, and fees that Issuer customarily charges for amending LC Agreements, for honoring drafts under bank guarantees or pursuant letters of credit, and for taking similar action in connection with bank guarantees or letters of credit. If UK Borrowers have not reimbursed the Issuer for any drafts paid by the date on which reimbursement is 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 (other than any Letter notice requirements or minimum funding amounts) have, to Administrative Agent's knowledge, been satisfied. The proceeds of 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 an L/C Draft related thereto and issued on its behalf (such obligation of each 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 Administrative Agent Issuer for that draft under this section, the amount of that draft bears interest payable to the Issuer at an advance made under any Letter annual interest rate equal to the sum of Credit or L/C Draft being hereinafter referred to as a “Reimbursement Obligation” with respect to such Letter the Issuer's cost of Credit or L/C Draft)funds, each such reimbursement to be made by such Borrower no later than plus the Business Day on which Applicable Margin for Euro-Rate Borrowings, plus 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 Mandatory- Liquid-Assets Costs. From 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 date specified in the demand of such Issuing Bank. If any Borrower at any time fails to repay a Reimbursement Obligation pursuant to this Section 3.7, such Borrower shall be deemed to have elected to borrow Revolving Loans from the Lenders, as of the due date of the advance giving rise respective amounts due under this section, to the Reimbursement Obligation, equal in amount to the Dollar Amount of the unpaid Reimbursement Obligation. Such Revolving Loans shall be made as of the date of the paid (including any 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. Such Revolving Loans shall initially, until converted, constitute a Floating Rate Advance, the from proceeds of which Advance shall be used to repay such Reimbursement Obligation. Ifa Borrowing), for any reason, any Borrower fails to repay a Reimbursement Obligation unpaid reimbursement amounts accrue interest that is payable on the day such Reimbursement Obligation arises and, for any reason, the Lenders are unable to make or have no obligation to make Revolving Loans, then such Reimbursement Obligation shall bear interest from and after such day, until paid in full, demand at the interest rate otherwise applicable thereto plus two percent (2.0%) per annumDefault Rate.

Reimbursement Obligation. Each Borrower (a) SCL agrees unconditionallythat it shall, irrevocably and absolutely to pay immediately subject to the Administrative Agentterms of this Agreement, reimburse the Company for the account NCLA Cash Losses (to the extent actually incurred by the Company and its Subsidiaries) at the intervals specified in Section 2.2(b); provided, however, that the Parties acknowledge and agree that SCL shall not be required to reimburse the Company for any NCLA Cash Losses, together with any Post-Termination Expenses and Early Redeployment Expenses reimbursed by SCL pursuant to the terms hereof, in excess of an aggregate amount equal to the Cash Losses Cap. For the avoidance of 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 Lenderseach fiscal quarter of the Company after the Effective Date (and within 30 days following the NCLA Valuation Date), the Company shall provide SCL with a written statement of NCLA Cash Losses during such quarter (or any portion thereof occurring after the Effective Date) or through the NCLA Valuation Date, as the case may be, and aggregate NCLA Cash Losses for the period beginning on the Effective Date and ending on the last date of such fiscal quarter (or through the NCLA Valuation Date, as the case may be). Within 15 days of receipt of such invoice, SCL shall pay to the Company by wire transfer of immediately available funds to an account specified in writing by the Company the aggregate amount of NCLA Cash Losses from the period beginning on the Effective Date and ending on the last date of 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 each advance drawn under or pursuant 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 any Letter the extent known at such date, and this Section 2.2 shall not limit the reimbursement obligations of Credit or an L/C Draft related thereto and issued on its behalf SCL after the NCLA Valuation Date. 2.3 SCL Election to Terminate NCLA Undertakings. (such obligation of each Borrower a) Election by SCL. Subject 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 DraftSection 2.3(c), 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 date specified in the demand of such Issuing Bank. If any Borrower at any time fails after the Effective Date, SCL may give written notice to repay a Reimbursement Obligation pursuant to this Section 3.7the Company and the Investor that it is terminating the NCLA Undertakings (the “SCL Termination Election”). For the avoidance of doubt, such Borrower the election described herein shall be deemed to have elected to borrow Revolving Loans from within the Lenders, as sole discretion of SCL. Following receipt of the date of the advance giving rise to the Reimbursement Obligation, equal in amount to the Dollar Amount of the unpaid Reimbursement Obligation. Such Revolving Loans 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. Such Revolving Loans shall initially, until converted, constitute a Floating Rate Advance, the proceeds of which Advance shall be used to repay such Reimbursement Obligation. If, for any reason, any Borrower fails to repay a Reimbursement Obligation on the day such Reimbursement Obligation arises and, for any reason, the Lenders are unable to make or have no obligation to make Revolving Loans, then such Reimbursement Obligation shall bear interest from and after such day, until paid in full, at the interest rate otherwise applicable thereto plus two percent (2.0%) per annum.written

Reimbursement Obligation. Each To induce Administrative Agent ------------------------ to issue and maintain LCs and to induce Lenders to participate in issued LCs, Borrower agrees unconditionally, irrevocably and absolutely to pay immediately to or reimburse Administrative Agent (i) on the Administrative Agent, for the account of the Lendersdate on which any draft is presented under any LC, the amount of each advance drawn any draft paid or to be 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 ordinary course of its business for amending LC Agreements, for honoring drafts under or pursuant to any Letter letters of Credit or an L/C Draft related thereto credit, and issued on its behalf (such obligation taking similar action in connection with letters of each credit. If Borrower to reimburse the has not reimbursed Administrative Agent for an advance made under any Letter drafts paid or to be paid within 24 hours of Credit or L/C Draft being hereinafter referred demand therefor by Administrative Agent, Administrative Agent is hereby irrevocably authorized to fund such reimbursement obligations 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 Base Rate Borrowing under 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 Revolver Facility to the account extent 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 availability under the city of the applicable Eurocurrency Payment Office Revolver Facility and 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 date specified in the demand of such Issuing Bank. If any Borrower at any time fails to repay a Reimbursement Obligation pursuant to this Section 3.7, such Borrower shall be deemed to have elected to borrow Revolving Loans from the Lenders, as of the date of the advance giving rise to the Reimbursement Obligation, equal in amount to the Dollar Amount of the unpaid Reimbursement Obligation. Such Revolving Loans 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 in this Agreement for such a Borrowing (other than any notice requirements or minimum funding amounts) have, to an Advance of Revolving LoansAdministrative Agent's knowledge, been satisfied. Such Revolving Loans shall initially, until converted, constitute a Floating Rate Advance, the The proceeds of which Advance such Borrowing under the Revolver Facility shall be used advanced directly to repay such Reimbursement ObligationAdministrative Agent in payment of Borrower's unpaid reimbursement obligation. If, If for any reason, any Borrower fails to repay a Reimbursement Obligation on funds cannot be advanced under the day such Reimbursement Obligation arises and, for any reason, the Lenders are unable to make or have no obligation to make Revolving LoansRevolver Facility, then such Reimbursement Obligation Borrower's reimbursement obligation shall bear 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 from and after such day, until paid in full, at the Default Rate, which accrued interest rate otherwise applicable thereto plus two percent (2.0%) per annumshall be payable on demand.

Reimbursement Obligation. Each To induce Administrative Agent to issue and maintain LCs and to induce Revolver Lenders to participate in issued LCs, Borrower agrees unconditionally, irrevocably and absolutely to pay immediately to or reimburse Administrative Agent (i) on the Administrative Agent, for the account of the Lendersdate on which any draft is presented under any LC, the amount of each advance drawn any draft paid or to be 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 ordinary course of its business for amending LC Agreements, for honoring drafts under or pursuant to any Letter letters of Credit or an L/C Draft related thereto credit, and issued on its behalf (such obligation taking similar action in connection with letters of each credit. If Borrower to reimburse the has not reimbursed Administrative Agent for an advance made under any Letter drafts paid or to be paid within 24 hours of Credit or L/C Draft being hereinafter referred demand therefor by Administrative Agent, Administrative Agent is hereby irrevocably authorized to fund such reimbursement obligations 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 Base Rate Borrowing under 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 Revolver Facility to the account extent 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 availability under the city of the applicable Eurocurrency Payment Office Revolver Facility and 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 date specified in the demand of such Issuing Bank. If any Borrower at any time fails to repay a Reimbursement Obligation pursuant to this Section 3.7, such Borrower shall be deemed to have elected to borrow Revolving Loans from the Lenders, as of the date of the advance giving rise to the Reimbursement Obligation, equal in amount to the Dollar Amount of the unpaid Reimbursement Obligation. Such Revolving Loans 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 in this Agreement for such a Borrowing (other than any notice requirements or minimum funding amounts) have, to an Advance of Revolving LoansAdministrative Agent's knowledge, been satisfied. Such Revolving Loans shall initially, until converted, constitute a Floating Rate Advance, the The proceeds of which Advance such Borrowing under the Revolver Facility shall be used advanced directly to repay such Reimbursement ObligationAdministrative Agent in payment of Borrower's unpaid reimbursement obligation. If, If for any reason, any Borrower fails to repay a Reimbursement Obligation on funds cannot be advanced under the day such Reimbursement Obligation arises and, for any reason, the Lenders are unable to make or have no obligation to make Revolving LoansRevolver Facility, then such Reimbursement Obligation Borrower's reimbursement obligation shall bear 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 from and after such day, until paid in full, at the Default Rate, which accrued interest rate otherwise applicable thereto plus two percent (2.0%) per annumshall be payable on demand.

Reimbursement Obligation. Each The Borrower agrees unconditionallywill pay Chase, irrevocably and absolutely to pay on the same Business Day, at Chase's Principal Office, in immediately to the Administrative Agent, for the account of the Lendersavailable funds, 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 required to reimburse the Administrative Agent for an advance made under any Letter Chase in respect 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 Chase's payment of each such L/C Draft or, if such Instrument. If the Borrower shall have received notice of a Reimbursement Obligation later than 11:00 a.m. (Chicago time, or local time in not reimburse Chase on the city of the applicable Eurocurrency Payment Office if such L/C is issued to the account of a Foreign Subsidiary Borrower), on any same Business Day or but such reimbursement shall be made within two (2) Banking Days after the Borrower is obligated to reimburse Chase, then such reimbursement shall be made with interest at the rate of interest on a day Revolving Credit Loans which is not a Business Day, no later than 11:00 a.m. are Base Rate Loans (Chicago time, or local time in plus 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, Applicable Margin) from the date specified in the demand of Chase's reimbursement of such Issuing Bank. If any Borrower at any time fails Instrument to repay a Reimbursement Obligation pursuant to this Section 3.7, such Borrower shall be deemed to have elected to borrow Revolving Loans from the Lenders, as of the date of the advance giving rise to the Reimbursement ObligationBorrower's reimbursement of Chase. If such reimbursement is made at any time thereafter, equal in amount to the Dollar Amount of the unpaid Reimbursement Obligation. Such Revolving Loans such reimbursement shall be made as with interest at the Default Rate on Revolving Credit Loans which are Base Rate Loans from the date of Chase's reimbursement of such Instrument to the date of the payment giving rise to Borrower's reimbursement of Chase. If the Instrument is in foreign currency, such Reimbursement Obligation, automatically, without notice and without any requirement to satisfy the conditions precedent otherwise applicable to an Advance of Revolving Loans. Such Revolving Loans shall initially, until converted, constitute a Floating Rate Advance, the proceeds of which Advance reimbursement shall be used in United States currency at Chase's selling rate for cable transfers to repay such Reimbursement Obligationthe place of payment of the Instrument current on the date of payment or of Chase's settlement of its obligation, as Chase may require. If, for any reasoncause, any Borrower fails to repay a Reimbursement Obligation on the day 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 Reimbursement Obligation arises and, for any reasontransfers, the Lenders are unable Borrower will pay Chase on demand an amount in United States currency equivalent to Chase's actual cost of settlement of its obligation however or whenever Chase shall make or have no obligation to make Revolving Loanssuch settlement, then such Reimbursement Obligation shall bear with interest from and after such day, until paid in full, at the interest rate otherwise 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. The Borrower will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto plus two percent and will pay Chase, on demand, in Dollars, such amount as Chase may be or may have been required to expend on account of such regulations. Chase may debit or direct any other Bank to debit any account or accounts maintained by the Borrower with any office of Chase or any other Bank or any of their respective Subsidiaries or affiliates (2.0%now or in the future) per annumand apply the proceeds to the payment of any and all amounts owed by the Borrower to Chase hereunder.

Reimbursement Obligation. Each To induce each Issuing Lender to issue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrower agrees unconditionally, irrevocably and absolutely to pay immediately to or reimburse each Issuing Lender (i) on the Administrative Agentfirst Business Day after an Issuing Lender notifies Agent and Borrower that it has made payment under a LC, for the account of the Lendersamount paid by that Issuing Lender and (ii) within five Business Days after demand, the amount of each advance drawn 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 date on which reimbursement is 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 (OTHER THAN any notice requirements or pursuant minimum funding amounts) have, to any Letter Agent's knowledge, been satisfied. The proceeds of Credit or an L/C Draft related thereto 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 issued on its behalf (such obligation of each Borrower to reimburse the Administrative Agent for an advance made unconditional under any Letter and all circumstances and irrespective 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)any setoff, 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 timecounterclaim, or local time in the city of the applicable Eurocurrency Payment Office if such L/C is issued defense 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 date specified in the demand of such Issuing Bank. If any payment that Borrower may have at any time fails 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 repay a Reimbursement Obligation pursuant reimburse that Issuing Lender for that draft under this section, the amount of that draft bears interest payable to this Section 3.7, such Borrower shall be deemed that Issuing Lender at the rate then applicable to have elected to borrow Revolving Loans from Base-Rate Borrowings. From the Lenders, as of the due date of the advance giving rise respective amounts due under this section, to the Reimbursement Obligation, equal in amount to the Dollar Amount of the unpaid Reimbursement Obligation. Such Revolving Loans shall be made as of the date of the paid (including any 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. Such Revolving Loans shall initially, until converted, constitute a Floating Rate Advance, the from proceeds of which Advance shall be used to repay such Reimbursement Obligation. Ifa Base-Rate Borrowing), for any reason, any Borrower fails to repay a Reimbursement Obligation unpaid reimbursement amounts accrue interest that is payable on the day such Reimbursement Obligation arises and, for any reason, the Lenders are unable to make or have no obligation to make Revolving Loans, then such Reimbursement Obligation shall bear interest from and after such day, until paid in full, demand at the interest rate otherwise applicable thereto plus two percent (2.0%) per annumDefault Rate.

Reimbursement Obligation. Each To induce Issuing Lender to issue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrower agrees unconditionally, irrevocably and absolutely to pay immediately to or reimburse Issuing Lender (i) on the first Business Day after an Issuing Lender notifies Administrative AgentAgent and Borrower that it has made payment under an LC, for the account of the Lendersamount paid by Issuing Lender and (ii) within five Business Days after demand, 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 additional fees Administrative Agent customarily charges for an advance made 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 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 Borrowing under the Revolving Facility if proceeds are available under the Revolving Facility and if the conditions in this agreement for such a Borrowing (other than any notice requirements or minimum funding amounts) have, to Administrative Agent’s knowledge, been satisfied. The proceeds of 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 Letter and all circumstances and irrespective 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)any setoff, 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 timecounterclaim, or local time in the city of the applicable Eurocurrency Payment Office if such L/C is issued defense 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 date specified in the demand of such Issuing Bank. If any payment that Borrower may have at any time fails 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 repay a Reimbursement Obligation pursuant reimburse Issuing Lender for that draft under this section, the amount of that draft bears interest payable to this Section 3.7, such Borrower shall be deemed Issuing Lender at the rate then applicable to have elected to borrow Revolving Loans from Base-Rate Borrowings. From the Lenders, as of the due date of the advance giving rise respective amounts due under this section, to the Reimbursement Obligation, equal in amount to the Dollar Amount of the unpaid Reimbursement Obligation. Such Revolving Loans shall be made as of the date of the paid (including any 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. Such Revolving Loans shall initially, until converted, constitute a Floating Rate Advance, the from proceeds of which Advance shall be used to repay such Reimbursement Obligation. Ifa Base-Rate Borrowing), for any reason, any Borrower fails to repay a Reimbursement Obligation unpaid reimbursement amounts accrue interest that is payable on the day such Reimbursement Obligation arises and, for any reason, the Lenders are unable to make or have no obligation to make Revolving Loans, then such Reimbursement Obligation shall bear interest from and after such day, until paid in full, demand at the interest rate otherwise applicable thereto plus two percent (2.0%) per annumDefault Rate.