Common use of Reimbursement Clause in Contracts

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

Reimbursement. In the event Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any drawing under kind, to reimburse any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, and reasonable costs and expenses paid by such L/C Issuer. Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing the outstanding principal balance of the Revolving Credit Advances or Swing Line Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit, the Issuing Lender will promptly notify the Company and the Administrative Agent. The Borrowers shall reimburse the Issuing Lender on the day of drawing under All amounts paid by an L/C Issuer with respect to any Letter of Credit if notified prior to 3:00 P.M. that are not repaid by Borrower on a such Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Credit Advance, Swing Line Advance or otherwise shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in made pursuant to this Section 1.1(d)(ii). In the LOC Documents. If the Borrowers shall fail event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the Issuing Lender as provided herein, L/C Issuer in full on the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective date of any rights payment in respect of set-off, counterclaim or defense to payment the Borrowers may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers to receive consideration or the legality, validity, regularity or unenforceability of the a Letter of Credit. The Administrative , Agent will shall promptly notify the other each Revolving Lenders Lender of the amount of any such unreimbursed drawing payment and the accrued interest thereon and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender shall promptly hereby absolutely and unconditionally agrees to pay to the Administrative Agent for L/C Issuer upon demand by the account L/C Issuer such Revolving Lender’s Pro Rata Share of each payment made by the L/C Issuer in respect of a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s account. Each Revolving Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are absolute and unconditional and shall not be affected by any circumstance whatsoever, including setoff, counterclaim, the occurrence and continuance of a Default or an Event of Default or any failure by Borrower to satisfy any of the Issuing Lender, conditions set forth in Dollars and in immediately Section 7.2. If any Revolving Lender fails to make available funds, to the L/C Issuer the amount of such Revolving Lender’s Revolving Commitment Percentage Pro Rata Share of such unreimbursed drawing. Such payment any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer shall be made entitled to recover such amount on the Business Day such notice is received by demand from such Revolving Lender from together with interest at the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Index Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

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

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

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

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

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

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

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

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

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

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

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

Reimbursement. In the event Borrowers shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any drawing under kind (including for purposes of Section 10), to reimburse any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, Fees, Charges, costs and expenses paid by such L/C Issuer. Borrowers hereby authorize and direct Agent, at Agent's option, to debit Borrowers' account (by increasing the outstanding principal balance of the Revolving Credit Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit, the Issuing Lender will promptly notify the Company and the Administrative Agent. The Borrowers shall reimburse the Issuing Lender on the day of drawing under All amounts paid by an L/C Issuer with respect to any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either that are not immediately repaid by Borrowers with the proceeds of a Revolving Credit Advance or otherwise shall bear interest at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Agent or Requisite Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in made pursuant to this Section 1.1(d)(ii). In the LOC Documents. If the event Agent elects not to debit Borrowers' account and Borrowers shall fail to reimburse the Issuing Lender as provided herein, L/C Issuer in full on the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective date of any rights payment in respect of set-off, counterclaim or defense to payment the Borrowers may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers to receive consideration or the legality, validity, regularity or unenforceability of the a Letter of Credit. The Administrative , Agent will shall promptly notify the other each Revolving Lenders Lender of the amount of any such unreimbursed drawing payment and the accrued interest thereon and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender shall promptly hereby absolutely and unconditionally agrees to pay to the Administrative Agent for L/C Issuer upon demand by the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of L/C Issuer such Revolving Lender’s Revolving Commitment Percentage 's Pro Rata Share of such unreimbursed drawing. Such each payment shall be made on by the Business Day such notice is received L/C Issuer in respect of a Letter of Credit and not immediately reimbursed by such Revolving Lender from the Administrative Agent if such notice is received at Borrowers or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account satisfied through a debit of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base RateBorrowers' account. Each Revolving Lender’s obligation Lender acknowledges and agrees that its obligations pursuant to make such payment to the Issuing Lender, and the right this subsection in respect of the Issuing Lender to receive the same, shall be Letters of Credit are absolute and unconditional, unconditional and shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunderwhatsoever, including setoff, counterclaim, the existence occurrence and continuance of a Default or an Event of Default or the acceleration any failure by Borrowers to satisfy any of the Obligations hereunder and conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender's Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer shall be made without any offset, abatement, withholding or reduction whatsoeverentitled to recover such amount on demand from such Revolving Lender together with interest at the Index Rate.

Reimbursement. In the event Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any drawing under kind, to reimburse any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, Fees, Charges, costs and expenses paid by such L/C Issuer, without duplication of fees otherwise paid by Borrower. Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing the outstanding principal balance of the Revolving Credit Advances made to Borrower) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit, the Issuing Lender will promptly notify the Company and the Administrative Agenta notice of Revolving Credit Advance requesting an Index Rate Loan in such amount shall be deemed to have been timely given on such date. The Borrowers shall reimburse the Issuing Lender on the day of drawing under All amounts paid by an L/C Issuer with respect to any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either that are not immediately repaid by Borrower with the proceeds of a Revolving Credit Advance or otherwise shall bear interest payable on demand at the interest rate applicable to Revolving Credit Advances which are Index Rate Loans plus, at the election of Agent or Requisite Revolving Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in made pursuant to this Section 2.1(c)(ii). In the LOC Documents. If the Borrowers shall fail event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the Issuing Lender as provided herein, L/C Issuer in full on the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective date of any rights payment in respect of set-off, counterclaim or defense to payment the Borrowers may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers to receive consideration or the legality, validity, regularity or unenforceability of the a Letter of Credit. The Administrative , Agent will shall promptly notify the other each Revolving Lenders Lender of the amount of any such unreimbursed drawing payment and the accrued interest thereon and each Revolving Lender, on the next Business Day prior to 2:00 p.m. (Chicago time), shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender shall promptly hereby absolutely and unconditionally agrees to pay to the Administrative Agent for L/C Issuer upon demand by the account L/C Issuer such Revolving Lender’s Pro Rata Share of each payment made by the L/C Issuer in respect of a Letter of Credit and reimbursed within one (1) Business Day by Borrower or satisfied through a debit of Borrower’s account. Each Revolving Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are absolute and unconditional and shall not be affected by any circumstance whatsoever, including setoff, counterclaim, the occurrence and continuance of a Default or an Event of Default or any failure by Borrower to satisfy any of the Issuing Lender, conditions set forth in Dollars and in immediately Section 3.2. If any Revolving Lender fails to make available funds, to the L/C Issuer the amount of such Revolving Lender’s Revolving Commitment Percentage Pro Rata Share of such unreimbursed drawing. Such payment any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 2.1(c)(ii), the L/C Issuer shall be made entitled to recover such amount on the Business Day such notice is received by demand from such Revolving Lender from together with interest at the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Index Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

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

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

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

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

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

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Company applicable Borrower and the Administrative Agent. The Borrowers shall applicable Borrower promises to reimburse the applicable Issuing Lender (such reimbursement to be made to the Administrative Agent for the account of such Issuing Lender) on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If same Agreed Currency as the Borrowers shall fail to reimburse related drawing or with a Committed Advance in Dollars in the Issuing Lender as provided herein, the unreimbursed amount Dollar Amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Ratedrawing. Unless the Company such Borrower shall immediately promptly notify the Issuing Lender and the Administrative Agent of its intent and the applicable Issuing Lender that such Borrower intends to otherwise reimburse the such Issuing LenderLender for such drawing, the Borrowers such Borrower shall be deemed to have requested that the Lenders make a Mandatory LOC Borrowing Committed Advance in Dollars in the amount Dollar Amount of the drawing as provided in subsection (e) hereofbelow on the related Letter of Credit, the proceeds of which will be used to satisfy the Reimbursement Obligationsrelated reimbursement obligations. The Borrowers’ Reimbursement Obligations Each Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrowers such Borrower may claim or have against the any Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers a Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Each Issuing Lender will promptly notify the Administrative Agent, who shall, in turn, promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the such Issuing Lender, Lender in Dollars and in immediately available funds, the amount Dollar Amount of such Revolving Lender’s Revolving Commitment Percentage pro rata share of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M.11:00 A.M. (New York City time), and otherwise such payment shall be made at or before 12:00 1:00 P.M. (New York City time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the applicable Issuing Lender, and the right of the such Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a an Unmatured Default or Event of a Default or the acceleration of the Obligations obligations of the Borrowers hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Administrative Agent for the account of the applicable Issuing Lender, such Lender shall, automatically and without any further action on the part of the Administrative Agent, such Issuing Lender or such Lender, acquire a Participation Interest in an amount equal to such payment (excluding the portion of such payment constituting interest owing to such Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the applicable Borrower with respect thereto.

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

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

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

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

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

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

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

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

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

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

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

Reimbursement. In the event Borrowers shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any drawing under kind (including for purposes of Section 10), to reimburse any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, Fees, Charges, costs and expenses paid by such L/C Issuer. Borrowers hereby authorize and direct Agent, at Agent's option, to debit Borrowers' account (by increasing the outstanding principal balance of the Revolving Credit Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit, the Issuing Lender will promptly notify the Company and the Administrative Agent. The Borrowers shall reimburse the Issuing Lender on the day of drawing under All amounts paid by an L/C Issuer with respect to any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., that are not repaid on the following Business Day (either same day by Borrowers with the proceeds of a Revolving Loan obtained hereunder Credit Advance or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers otherwise shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum the interest rate equal applicable to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of Revolving Loans which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal toare Index Rate Loans plus, if paid not repaid within two (2) Business Days of the date payment by the L/C Issuer, at the election of drawingAgent or Requisite Revolving Lenders, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Ratean additional two percent (2.00%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrowers' account and Borrowers fail to reimburse the L/C Issuer in full on the date of any payment in respect of a Letter of Credit, Agent shall promptly notify each Revolving Lender of the amount of such unreimbursed payment and the accrued interest thereon and each Revolving Lender’s obligation , on the next Business Day prior to make such payment 2:00 p.m. (Chicago time), shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Issuing L/C Issuer upon demand by the L/C Issuer such Revolving Lender, 's Pro Rata Share of each payment made by the L/C Issuer in respect of a Letter of Credit and the right not immediately reimbursed by Borrowers or satisfied through a debit of the Issuing Borrowers' account. Each Revolving Lender acknowledges and agrees that its obligations pursuant to receive the same, shall be this subsection in respect of Letters of Credit are absolute and unconditional, unconditional and shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunderwhatsoever, including setoff, counterclaim, the existence occurrence and continuance of a Default or an Event of Default or the acceleration any failure by Borrowers to satisfy any of the Obligations hereunder and conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender's Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer shall be made without any offset, abatement, withholding or reduction whatsoeverentitled to recover such amount on demand from such Revolving Lender together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two (2) Business Days and at the Index Rate thereafter.

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

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

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

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

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

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

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

Reimbursement. In the event The Borrower is irrevocably and unconditionally obligated without presentment, demand, protest or other formalities of any drawing under kind to reimburse each Issuing Lender (Revolver) in immediately available funds for any amounts paid by such Issuing Lender (Revolver) with respect to any Letter of CreditCredit (Revolver) issued hereunder. Upon receipt from the beneficiary of any Letter of Credit (Revolver) of any notice of drawing under such Letter of Credit (Revolver), the Issuing Lender will promptly (Revolver) shall notify the Company Borrower and Administrative Agent thereof. Not later than 11:00 a.m. (New York City time) on the Administrative Agent. The Borrowers shall reimburse the date of any payment by any Issuing Lender on the day of drawing (Revolver) under any a Letter of Credit (Revolver) (or if notified notice is not provided to the Borrower of such drawing prior to 3:00 P.M. on a Business Day orsuch time, if after 3:00 P.M., not later than 11:00 a.m. (New York City time) on the following immediately succeeding Business Day (either with Day), the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or Borrower shall reimburse such Issuing Lender through the Administrative Agent in the LOC Documents. If amount equal to the Borrowers shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear (and, if reimbursed on the immediately succeeding Business Day pursuant to this sentence, interest at the sum of the Base Rate plus the Applicable Margin for Revolving Loans at Base Rate on such day (or days if the next immediately succeeding day is not a per annum rate equal Business Day)). If the Borrower fails to so reimburse the Default Rate. Unless the Company shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lenderby such time, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Revolving Loan (not a Swingline Loan) in the amount of the drawing payment made by such Issuing Lender with respect to such Letter of Credit (Revolver). All amounts paid by an Issuing Lender (Revolver) with respect to any Letter of Credit (Revolver) that are not repaid by the Borrower as provided in subsection (e) hereofrequired by this Section 2.1.2(a)(iii), or that are not repaid with a Revolving Loan shall bear interest at the proceeds sum of which will be used the Base Rate plus the highest Applicable Margin for Revolving Loans at Base Rate plus 2%. Each Revolving Lender agrees to satisfy the Reimbursement Obligations. The Borrowers’ Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective fund its Percentage of any rights Revolving Loan made pursuant to this Section 2.1.2(a)(iii). In the event the Borrower fails to reimburse an Issuing Lender (Revolver) in full for any payment in respect of set-off, counterclaim or defense to payment the Borrowers may claim or have against the Issuing Lendera Letter of Credit (Revolver) issued hereunder, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent will shall promptly notify the other each Revolving Lenders Lender of the amount of any such unreimbursed drawing payment and the accrued interest thereon and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment , on the next Business Day, shall deliver to Administrative Agent an amount equal to its Percentage of such unreimbursed drawingthe aggregate Revolving Loan Commitments in same day funds. Such payment shall be made on the Business Day such notice is received Each Revolving Lender hereby absolutely and unconditionally agrees to pay to each Issuing Lender (Revolver) upon demand by such Revolving Issuing Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise Lender’s Percentage of each payment made by such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to respect of a Letter of Credit (Revolver) and not immediately reimbursed by the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base RateBorrower. Each Revolving Lender’s obligation Lender acknowledges and agrees that its obligations to acquire participations pursuant to this Section 2.1.2(a)(iii) in respect of Letters of Credit (Revolver) and to make such payment the payments to the Issuing Lender, and the right of the each Issuing Lender to receive (Revolver) required by the same, shall be preceding sentence are absolute and unconditional, unconditional and shall not be affected by any circumstance whatsoever whatsoever, including the occurrence and without regard to the termination of this Agreement or the Commitments hereunder, the existence continuance of a Default or an Event of Default or any failure by the acceleration Borrower to satisfy any of the Obligations hereunder conditions set forth in Section 5.3. If any Revolving Lender fails to make available to an Issuing Lender (Revolver) the amount of such Lender’s Percentage of any payments made by such Issuing Lender in respect of a Letter of Credit (Revolver) as provided in this Section 2.1.2(a)(iii), the Administrative Agent may elect to apply Cash Collateral as described in Section 4.13 and pay such amount to such Issuing Lender. If the Administrative Agent does not so elect or if the funds in such account are insufficient, such Issuing Lender shall be made without any offset, abatement, withholding or reduction whatsoeverentitled to recover such amount on demand from such Revolving Lender together with interest at the Base Rate.

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

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

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

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

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

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

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

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

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

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

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

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

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

Reimbursement. In the event of any drawing under any Revolving Letter of Credit, the Issuing Lender will promptly notify the Company and the Administrative Agent. The Borrowers shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default RateBorrower. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing Revolving Loan at the Adjusted Base Rate in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower shall reimburse the Issuing Lender on the day the Issuing Lender pays a drawing under any Revolving Letter of Credit either with the proceeds of a Revolving Loan obtained hereunder or otherwise in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lender as provided hereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Base Rate plus three and one quarter percent (3 1/4%) and shall constitute an Event of Default. The Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Revolving Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Revolving Letter of Credit; provided, however, that the Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to the Borrower, to the extent of any actual damages suffered by the Borrower as a result of the Issuing Lender's gross negligence or willful misconduct in failing to pay a drawing under a Revolving Letter of Credit presented in strict conformity therewith. The Administrative Agent Issuing Lender will promptly notify the other Revolving Loan Lenders of the amount of any unreimbursed drawing and each Revolving Loan Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars U.S. dollars and in immediately available funds, the amount of such Revolving Loan Lender’s 's Revolving Loan Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Loan Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.p.m., otherwise such payment shall be made at or before 12:00 P.M. Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Loan Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of payment by the Issuing Lender of such drawing until such Revolving Loan Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of payment by the Issuing Lender of such drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Loan Lender’s 's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

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

Reimbursement. In the event Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any drawing under kind, to reimburse any Letter of Credit, the Issuing Lender will promptly notify the Company and the Administrative Agent. The Borrowers shall reimburse the Issuing Lender on demand in immediately available funds for any amounts paid by such Issuing Lender with respect to a Letter of Credit issued for the day account of drawing Borrower, including all reimbursement payments, fees, charges, costs and expenses paid by Xxxxxx, as Issuing Lender, to any bank that issues Letters of Credit for the account of Borrower under a risk participation agreement (a “Bank Line Issuer”). Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing the outstanding principal balance of the Revolving Loan) in the amount of any payment made by an Issuing Lender with respect to any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent issued for the account of Borrower. All amounts paid by an Issuing Lender with respect to any Letter of Credit that are not immediately repaid by Borrower shall bear interest at the Base Rate. Each Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this subsection 1.1(B)(2). In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse an Issuing LenderLender in full on the date of any payment in respect of a Letter of Credit issued for the account of Borrower, in Dollars and in immediately available funds, Agent shall promptly notify each Lender the amount of such Revolving unreimbursed payment and the accrued interest thereon and each such Lender, on the next Business Day, shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Lender hereby absolutely and unconditionally agrees to pay to each Issuing Lender upon demand by such Issuing Lender such Lender’s Revolving Commitment Percentage Pro Rata Share of such unreimbursed drawing. Such each payment shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving respect of a Letter of Credit and not immediately reimbursed by Borrower. Each Lender shall, on demand, pay acknowledges and agrees that its obligations to acquire participations pursuant to this subsection 1.1(B)(2) in respect of Letters of Credit and to make the Administrative Agent for the account of the payments to each Issuing Lender interest on required by the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be preceding sentence are absolute and unconditional, unconditional and shall not be affected by any circumstance whatsoever whatsoever, including the occurrence and without regard to the termination of this Agreement or the Commitments hereunder, the existence continuance of a Default or an Event of Default or the acceleration any failure by Borrower to satisfy any of the Obligations hereunder and conditions set forth in subsection 7.2. If any Lender fails to make available to an Issuing Lender the amount of such Lender’s Pro Rata Share of any payments made by such Issuing Lender in respect of a Letter of Credit as provided in this subsection 1.1(B)(2), such Issuing Lender shall be made without any offset, abatement, withholding or reduction whatsoeverentitled to recover such amount on demand from such Lender together with interest at the Base Rate.

Reimbursement. In the event of any request for a drawing or any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Company Borrower as to the amount to be paid as a result of such drawing and the Administrative Agent. The Borrowers shall reimburse date such payment is to be made by the applicable Issuing Lender on (the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents“Payment Date”). If the Borrowers shall fail to reimburse Commitments remain in effect on the Issuing Lender as provided hereinPayment Date, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to Borrower shall, unless the Default Rate. Unless Borrower otherwise instructs the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lenderby not less than one Business Day’s prior notice, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing Revolving Loan at the Base Rate in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower shall reimburse the applicable Issuing Lender on the Payment Date either with the proceeds of a Revolving Loan obtained hereunder or otherwise in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the applicable Issuing Lender as provided hereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Base Rate plus two percent (2%). The Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of (but without waiver of) any rights of set-off, counterclaim or defense to payment that the Borrowers applicable account party or the Borrower may claim or have against the Issuing LenderLenders, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, any defense based on any failure of the Borrowers applicable account party or the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent applicable Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the applicable Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent applicable Issuing Lender if such notice is received at or before 2:00 P.M.p.m., otherwise such payment shall be made at or before 12:00 P.M. Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the applicable Issuing Lender interest on the unpaid amount during the period from the date of such the Lender received the notice regarding the unreimbursed drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the applicable Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the applicable Issuing Lender, and the right of the applicable Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations hereunder and shall 26 Spectra Energy Partners OLP, LP Credit Agreement be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the applicable Issuing Lender, such Lender shall, automatically and without any further action on the part of the applicable Issuing Lender or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the applicable Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

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

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

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

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

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

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

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

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan an Advance obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing (such amount, the “Unreimbursed Amount”) shall automatically bear interest at a 2% per annum plus the rate equal otherwise applicable to such Advance, and unless the Default Rate. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing an Advance in an amount equal to the amount of the drawing Unreimbursed Amount as provided in subsection (e) hereofSection 2.3(e), the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing Unreimbursed Amount and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage Pro Rata Share of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.p.m. New York, New York time (1:00 p.m. Chicago, Illinois time), otherwise such payment shall be made at or before 12:00 P.M. Noon New York, New York time (11:00 a.m. Chicago, Illinois time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Prime Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default Termination Event or Unmatured Termination Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of ------------- Credit, the Issuing Lender Bank will promptly notify the Company and Borrower. Unless the Administrative Agent. The Borrowers Borrower shall immediately notify the Issuing Bank that the Borrower intends to otherwise reimburse the Issuing Lender Bank for such drawing, the Borrower shall be deemed to have requested that the Revolving Lenders make a Revolving Loan in the amount of such drawing on such Letter of Credit as provided in subsection (d) below, the proceeds of which Revolving Loan will be used to satisfy the related reimbursement obligations. The Borrower promises to reimburse the Issuing Bank on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrowers Borrower shall fail to reimburse the Issuing Lender Bank as provided hereinhereinabove, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection Adjusted Base Rate plus three percent (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations3%). The Borrowers’ Reimbursement Obligations Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances (absent gross negligence or willful misconduct of the Issuing Bank), irrespective of any rights of set-offsetoff, counterclaim counterclaim, recoupment or defense to payment the Borrowers Borrower may claim or have against the Issuing LenderBank, the Administrative Agent, the Lendersany Lender, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Issuing Bank will promptly notify the Administrative Agent (who will promptly notify the other Revolving Lenders Lenders) of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Bank in Dollars and in immediately available funds, the amount of such Revolving Lender’s 's Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Bank if such notice is received at or before 2:00 P.M.p.m. (Charlotte, North Carolina time) otherwise such payment shall be made at or before 12:00 P.M. Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender Bank in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender Bank interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender Bank in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Revolving Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing LenderBank, and the right of the Issuing Lender Bank to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Revolving Lender to the Issuing Bank, such Revolving Lender shall, automatically and without any further action on the part of the Issuing Bank or such Revolving Lender, acquire a Participation Interest in the related unreimbursed drawing and in the interest thereon and in the related LOC Obligations in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Bank), and shall have a claim against the Borrower with respect thereto.

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

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

Reimbursement. In the event Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any drawing under kind, to reimburse any Issuing Lender on demand in immediately available funds for any amounts paid by such Issuing Lender with respect to a Letter of Credit, including all reimbursement payments, fees, charges, costs and expenses paid by Heller, as Issuing Lender, to any bank that issues Letters of Credit xxxxx a risk participation agreement (a "Bank Line Issuer"). Borrower hereby authorizes and directs Agent to debit Borrower's account (by increasing the outstanding principal balance of the Revolving Loan) in the amount of any payment made by an Issuing Lender with respect to any Letter of Credit. Agent shall debit Borrower's account as aforesaid if all the conditions precedent to make Revolving Loans, as set forth in Section 7, have been satisfied. If all such conditions have not been satisfied, Agent shall have the option to debit Borrower's account as aforesaid. All amounts paid by an Issuing Lender will promptly notify the Company and the Administrative Agent. The Borrowers shall reimburse the Issuing Lender on the day of drawing under with respect to any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either that are not immediately repaid by Borrower with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrowers otherwise shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a the interest rate applicable to Revolving Loans which are Base Rate Loans plus, at the election of Agent or Requisite Lenders, an additional two percent (2.00%) per annum rate equal annum. Each Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this subsection 1.1(C)(2). In the Default Rate. Unless the Company shall immediately notify the event Agent does not debit Borrower's account and Borrower fails to reimburse an Issuing Lender and in full on the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective date of any rights payment in respect of set-off, counterclaim or defense to payment the Borrowers may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers to receive consideration or the legality, validity, regularity or unenforceability of the a Letter of Credit. The Administrative , Agent will shall promptly notify the other each Lender with a Revolving Lenders Loan Commitment of the amount of any such unreimbursed drawing payment and the accrued interest thereon and each Lender, on the next Business Day, shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Lender with a Revolving Lender shall promptly Loan Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent for the account of the each Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received Lender upon demand by such Revolving Issuing Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise Lender's Pro Rata Share of each payment made by such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such respect of a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower's account. Each Lender with a Revolving Lender shall, on demand, pay Loan Commitment acknowledges and agrees that its obligations to acquire participations pursuant to this subsection in respect of Letters of Credit and to make the Administrative Agent for the account of the payments to each Issuing Lender interest on required by the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be preceding sentence are absolute and unconditional, unconditional and shall not be affected by any circumstance whatsoever whatsoever, including the occurrence and without regard to the termination of this Agreement or the Commitments hereunder, the existence continuance of a Default or an Event of Default or the acceleration any failure by Borrower to satisfy any of the Obligations hereunder and conditions set forth in subsection 7.2. If any Lender fails to make available to an Issuing Lender the amount of such Lender's Pro Rata Share of any payments made by such Issuing Lender in respect of a Letter of Credit as provided in this subsection 1.1(C)(2), such Issuing Lender shall be made without any offset, abatement, withholding or reduction whatsoeverentitled to recover such amount on demand from such Lender together with interest at the Base Rate.

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

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

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

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

Reimbursement. In the event Borrower is irrevocably and unconditionally obligated without presentment, demand, protest or other formalities of any drawing under kind to reimburse Issuing Lender in immediately available funds for any amounts paid by Issuing Lender with respect to a Letter of CreditCredit issued hereunder for the account of Borrower or any of its Subsidiaries. Borrower hereby authorizes and directs Administrative Agent, at Administrative Agent’s option, to make a Revolving Loan in the amount of any payment made by Issuing Lender will promptly notify the Company and the Administrative Agent. The Borrowers shall reimburse the Issuing Lender on the day of drawing under with respect to any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on issued for the following Business Day (either with the proceeds account of a Revolving Loan obtained hereunder Borrower or otherwise) in same day funds as provided herein or in the LOC Documentsany of its Subsidiaries. If the Borrowers shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon is payable in a foreign currency, the amount owed by Borrower in connection with such Letter of Credit shall equal an amount in United States Dollars equivalent to Issuing Lender’s actual cost of settling its obligation under such Letter of Credit in such foreign currency. All amounts paid by Issuing Lender with respect to any Letter of Credit that are not immediately repaid by Borrower or any other Person, including, without limitation, any defense based on any failure that are not repaid with a Revolving Loan shall bear interest at the sum of the Borrowers Base Rate plus the Base Rate Margin applicable from time to receive consideration or time as provided in Subsection 1.2(B). Each Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Subsection 1.1(E)(2). In the legality, validity, regularity or unenforceability event Administrative Agent elects not to debit Borrower’s account and Borrower fails to reimburse Issuing Lender in full on the date of the any payment in respect of a Letter of Credit. The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent Credit issued for the account of the Issuing LenderBorrower or any of its Subsidiaries, in Dollars and in immediately available funds, Administrative Agent shall promptly notify each Lender the amount of such Revolving unreimbursed payment and the accrued interest thereon and each such Lender, on the next Business Day, shall deliver to Administrative Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Lender hereby absolutely and unconditionally agrees to pay to Issuing Lender upon demand by Issuing Lender such Lender’s Revolving Commitment Percentage Pro Rata Share of such unreimbursed drawing. Such each payment shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving respect of a Letter of Credit and not immediately reimbursed by Borrower. Each Lender shall, on demand, pay acknowledges and agrees that its obligations to acquire participations pursuant to this Subsection 1.1(E)(2) in respect of Letters of Credit and to make the Administrative Agent for the account of the payments to Issuing Lender interest on required by the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be preceding sentence are absolute and unconditional, unconditional and shall not be affected by any circumstance whatsoever and whatsoever, including, without regard to the termination of this Agreement or the Commitments hereunderlimitation, the existence occurrence and continuance of a Default or an Event of Default or the acceleration any failure by Borrower to satisfy any of the Obligations hereunder and conditions set forth in Subsection 7.2. If any Lender fails to make available to Issuing Lender the amount of such Lender’s Pro Rata Share of any payments made by Issuing Lender in respect of a Letter of Credit as provided in this Subsection 1.1(E)(2), Issuing Lender shall be made without any offset, abatement, withholding or reduction whatsoeverentitled to recover such amount on demand from such Lender together with interest at the Base Rate.

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

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

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

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

Reimbursement. In the event of any drawing under any Letter of Credit, ------------- the Issuing Lender will promptly notify the Company and Borrower. Unless the Administrative AgentBorrower shall immediately notify the Issuing Lender that the Borrower intends to otherwise reimburse the Issuing Lender for such drawing, the Borrower shall be deemed to have requested that the Lenders make a Revolving Loan in the amount of the drawing as provided in subsection (e) hereof on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrowers shall Borrower promises to reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided hereinhereinabove, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless Base Rate plus the Company shall immediately notify sum of (i) the Issuing Lender Applicable Percentage and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (eii) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationstwo percent (2%). The Borrowers’ Reimbursement Obligations Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s 's pro rata share (based upon the Revolving Commitment Percentage Percentages of such Lender) of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time) otherwise such payment shall be made at or before 12:00 P.M. Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing payment was due until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Lender, such Lender shall, automatically 25 and without any further action on the part of the Issuing Lender or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds Same Day Funds as provided herein or in the LOC Documents. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum the rate equal to which would be payable on any outstanding Base Rate Loans which were then overdue from the Default Ratedate such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full. Unless the Company Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers Borrower shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrowers’ Reimbursement Obligations Borrower’s reimbursement CHAR1\1357697v6 obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offset‑off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.p.m., otherwise such payment shall be made at or before 12:00 P.M. Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Secured Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

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

Reimbursement. In the event of any drawing under any Letter of Credit, STB will make demand under the Issuing Lender will Master Letter of Credit Demand Note and promptly notify the Company Borrower. While the Revolving Credit Loans are still in effect and have not been prepaid in whole and terminated, the Administrative AgentBorrower shall be deemed upon the occurrence of a draw under a Letter of Credit to have requested a Revolving Credit Loan in the amount of the drawing and any demand under the Master Letter of Credit Note, or in the event payments under such Master Letter of Credit Note shall otherwise be due at such note's Maturity Date, shall be deemed to have requested a Revolving Credit Loan in the amount thereof, the proceeds of which advance under the Revolving Credit Loan will be used to satisfy the reimbursement obligations and such payment under the Master Letter of Credit Note. The Borrowers Borrower shall reimburse the Issuing Lender on the day of drawing STB under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Credit Loan obtained hereunder or otherwise) in same same-day funds as provided herein on the same day as such draw while the Revolving Credit Loans are in effect and have not been prepaid in whole and terminated, or in the LOC Documentsotherwise within three Business Days of such draw. If the Borrowers Borrower shall fail to reimburse the Issuing Lender STB as provided hereinhereinabove, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection Base Rate plus two percent (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations2%). The Borrowers’ Reimbursement Obligations Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against STB, STB as the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit; provided, however, that the Borrower shall not be obligated to reimburse STB for any wrongful payment made by STB under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of STB. The Administrative Agent STB will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, STB in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment 's Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent STB if such notice is received at or before 2:00 P.M.P.M. (Nashville, Tennessee time), otherwise such payment shall be made at or before 12:00 P.M. Noon Nashville, Tennessee time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender STB in full upon following such requestrequest in accordance with the preceding sentence, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender STB interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender STB in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing LenderSTB, and the right of the Issuing Lender STB to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever other than the gross negligence or willful misconduct of STB and without regard to the termination of this Credit Agreement or the Commitments Loans hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

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

Reimbursement. In the event of any drawing under any Letter of Credit and upon the maturity of any draft or acceptance purchased by a Letter of Credit Bank with respect to any Letter of Credit, the Issuing Lender applicable Letter of Credit Bank will promptly notify the Company Borrower and the Administrative Agent. Unless the Borrower shall immediately notify the applicable Letter of Credit Bank of its intent to otherwise reimburse such Letter of Credit Bank, the Borrower shall be deemed to have requested a Revolving Loan in the amount of the drawing (or, in the case of advance purchase by a Letter of Credit Bank, in the amount of the draft or acceptance), the proceeds of which will be used to satisfy the reimbursement obligations of the Borrower to the applicable Letter of Credit Bank in connection with such drawing (or advance purchase of drafts or acceptances). The Borrowers Borrower shall reimburse the Issuing Lender applicable Letter of Credit Bank on the day of such drawing under any Letter of Credit if notified prior and upon the maturity of any draft or acceptance purchased by such Letter of Credit Bank with respect to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day any Letter of Credit (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC DocumentsLetter of Credit Application. If the Borrowers Borrower shall fail to reimburse the Issuing Lender applicable Letter of Credit Bank as provided hereinhereinabove, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement ObligationsPrime Rate plus 2%. The Borrowers’ Reimbursement Obligations Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lenderany Letter of Credit Bank, the Administrative Agent, the LendersBanks, the beneficiary of the any Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative applicable Letter of Credit Bank will promptly notify the Agent and the Agent will promptly notify the other Revolving Lenders Banks of the amount of any unreimbursed drawing amounts and each Revolving Lender shall Bank will promptly pay such Letter of Credit Bank for its pro rata share of such unreimbursed amounts as provided in subsection 2.6(c). As to any draft honored by a Letter of Credit Bank in other than U.S. currency, the Administrative Agent for the account reimbursement obligation of the Issuing LenderBorrower shall be, at the Borrower's option: (i) in Dollars and United States currency after application of the appropriate foreign exchange rate at the time such draft is honored by such Letter of Credit Bank, or (ii) in immediately available fundsforeign currency funds of the same tenor as the payment by such Letter of Credit Bank. The Borrower has the risk of all currency fluctuations. For purposes of this Section 2.6(d), the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment appropriate foreign exchange rate shall be made that rate established by such Letter of Credit Bank applicable to such foreign currency on the Business Day date such notice draft is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoeverhonored.

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company and Borrower. Unless the Administrative AgentBorrower shall immediately notify the Issuing Lender that the Borrower intends to otherwise reimburse the Issuing Lender for such drawing, the Borrower shall be deemed to have requested that the Lenders make a Revolving Credit Loan in the amount of the drawing as provided in subsection (d) hereof on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrowers shall Borrower promises to reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Credit Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrowers Borrower shall fail to reimburse the Issuing Lender as provided hereinherein above, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless Alternate Base Rate plus the Company shall immediately notify sum of (i) the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection Applicable Margin for Revolving Credit Loans comprising Alternate Base Rate Loans plus (eii) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationstwo percent (2%). The Borrowers’ Reimbursement Obligations Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrowers Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrowers Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Lender will promptly notify the Administrative Agent which shall promptly thereafter notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Credit Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent Issuing Lender if such notice is received at or before 2:00 P.M.10:00 A.M. (New York, New York time) otherwise such payment shall be made at or before 12:00 P.M. 10:00 A.M. (New York, New York time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Lender, such Lender shall, automatically and without any further action on the part of the Issuing Lender or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

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

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

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender Bank will promptly notify the Company Borrower and the Administrative Agent. The Borrowers Unless the Borrower shall immediately notify the Issuing Bank that the Borrower intends to otherwise reimburse the Issuing Lender Bank for such drawing, the Borrower shall be deemed to have requested that the Revolving Lenders make a Revolving Loan in the amount of such drawing on such Letter of Credit as provided in subsection (d) below, the proceeds of which Revolving Loan will be used to satisfy the related reimbursement obligations. The Borrower promises to reimburse the Issuing Bank through the Administrative Agent on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrowers Borrower shall fail to reimburse the Issuing Lender Bank as provided hereinhereinabove, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection Adjusted Base Rate plus three percent (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations3%). The Borrowers’ Reimbursement Obligations Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances (absent gross negligence or willful misconduct of the Issuing Bank), irrespective of any rights of set-offsetoff, counterclaim counterclaim, recoupment or defense to payment the Borrowers Borrower may claim or have against the Issuing LenderBank, the Administrative Agent, the Lendersany Lender, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, Bank in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M.p.m. (Charlotte, North Carolina time) otherwise such payment shall be made at or before 12:00 P.M. Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender Bank interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender Bank in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Revolving Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LenderBank, and the right of the Issuing Lender Bank to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Revolving Lender to the Issuing Bank, such Revolving Lender shall, automatically and without any further action on the part of the Issuing Bank or such Revolving Lender, acquire a Participation Interest in the related unreimbursed drawing and in the interest thereon and in the related LOC Obligations in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Bank), and shall have a claim against the Borrower with respect thereto.

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

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

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

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

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will Bank shall promptly notify the Company and applicable Borrower. Unless such Borrower shall immediately notify the Administrative Agent. The Borrowers shall Issuing Bank that such Borrower intends to otherwise reimburse the Issuing Lender Bank for such drawing, such Borrower shall be deemed to have requested that the Revolving Loan Lenders make a Revolving Loan in the amount of the drawing as provided in Section 2.2.E. below on the related Letter of Credit, the proceeds of which shall be used to satisfy the related reimbursement obligations. Such Borrower promises to reimburse the Issuing Bank on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrowers such Borrower shall fail to reimburse the Issuing Lender Bank as provided hereinhereinabove, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing 2.00% per annum in the amount excess of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsinterest rate otherwise payable under this Agreement for Base Rate Loans. The Borrowers’ Reimbursement Obligations reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrowers any Borrower may claim or have against the Issuing LenderBank, the Administrative Agent, the Lendersany other Secured Party, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, including any defense based on any failure of any Borrower or any other member of the Borrowers Borrower Group to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent Issuing Bank will promptly notify the other Revolving Loan Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing LenderBank, in Dollars and in immediately available funds, the amount of such Revolving Loan Lender’s Revolving Commitment Percentage Pro Rata Share of such unreimbursed drawingdrawing (after giving effect to the second to last sentence of Section 2.2.C). Such payment shall be made on the Business Day day such notice is received by such Revolving Loan Lender from the Administrative Agent Issuing Bank if such notice is received at or before 2:00 P.M.11:00 A.M. (New York City time), and otherwise such payment shall be made at or before 12:00 P.M. 11:00 A.M. (New York City time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Loan Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender Bank in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender Bank interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender Bank in full at a rate per annum equal to, if paid within two (2) three Business Days of the date that such Revolving Loan Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter and, thereafter, at a rate equal to the Alternate interest rate otherwise payable under this Agreement for Base RateRate Loans. Each Revolving Loan Lender’s obligation to make such payment to the Issuing LenderBank, and the right of the Issuing Lender Bank to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and shall be without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Potential Event of Default or Event of Default or the acceleration of the Obligations obligations of any Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Revolving Loan Lender to the Issuing Bank, such Revolving Loan Lender shall, automatically and without any further action on the part of the Issuing Bank or such Revolving Loan Lender, acquire a participation interest in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Bank) in the related unreimbursed drawing portion of the Letter of Credit Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the applicable Borrower with respect thereto.

Reimbursement. In the event Each Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any drawing under any Letter of Creditkind, the Issuing Lender will promptly notify the Company and the to reimburse Administrative Agent. The Borrowers shall reimburse , for the benefit of Administrative Agent any L/C Issuing Bank or other Lenders, for any amounts paid by Administrative Agent or any L/C Issuing Bank or other Lender on the day of drawing under with respect to any Lender Letter of Credit if notified prior or any Risk Participation Agreement issued for the account of any Borrower, including all fees, costs and expenses paid by Administrative Agent or any L/C Issuing Bank or other Lender to 3:00 P.M. on any bank that issues letters of credit. Each Borrower hereby authorizes and directs Administrative Agent to debit such Borrower's account (by increasing the principal balance of the Revolving Loan) in the U.S. Dollar Equivalent of the amount of any payment made by Administrative Agent or any L/C Issuing Bank or other Lender with respect to any Lender Letter of Credit or any Risk Participation Agreement. All amounts paid by Administrative Agent or any L/C Issuing Bank or other Lender with respect to any Lender Letter of Credit or Risk Participation Agreement that are not immediately repaid by a Business Day or, if after 3:00 P.M., on the following Business Day (either Borrower with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in otherwise shall bear interest at the LOC DocumentsDefault Rate applicable to Revolving Loans. If Each Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this subsection 2.1(E)(2). In the Borrowers event that any Borrower shall fail to reimburse Administrative Agent on the date of any payment by Administrative Agent or any L/C Issuing Bank under a Lender as provided hereinLetter of Credit or Risk Participation Agreement in an amount equal to the amount of such payment, Administrative Agent shall promptly notify each Lender of the unreimbursed amount of such drawing shall automatically bear payment, together with accrued interest at a per annum rate equal thereon, and each Lender agrees to the Default Rate. Unless the Company shall immediately notify the Issuing Lender purchase, and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested purchased, a Mandatory LOC Borrowing participation in such Lender Letter of Credit or Risk Participation Agreement in an amount equal to its Pro Rata Share of the unpaid amount of such Risk Participation Liability and each Lender agrees to pay to Administrative Agent (for the drawing as provided in subsection (ebenefit of Administrative Agent and the relevant L/C Issuing Banks) hereof, the proceeds such Lender's Pro Rata Share of which will be used to satisfy the Reimbursement Obligationssuch Risk Participation Liability. The Borrowers’ Reimbursement Obligations hereunder obligation of each Lender to deliver to Administrative Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional under all circumstances irrespective and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or failure to satisfy any rights of set-off, counterclaim or defense condition set forth in Section 3. In the event any Lender fails to payment the Borrowers may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers make available to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage 's participation in such Lender Letter of such unreimbursed drawing. Such payment Credit or Risk Participation Agreement as provided in this subsection 2.1(E)(2), Administrative Agent shall be made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay entitled to recover such amount to the Administrative Agent for the account of the Issuing Lender in full upon on demand from such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and together with interest at the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoeverPrime Rate.

Reimbursement. In the event Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any drawing under kind, to reimburse any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, Fees, Charges, costs and expenses paid by such L/C Issuer. Borrower hereby authorizes and directs Agent, at Agent's option, to debit Borrower's account (by increasing the outstanding principal balance of the Revolving Credit Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit, the Issuing Lender will promptly notify the Company and the Administrative Agent. The Borrowers shall reimburse the Issuing Lender on the day of drawing under All amounts paid by an L/C Issuer with respect to any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either that are not immediately repaid by Borrower with the proceeds of a Revolving Credit Advance or otherwise shall bear interest at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Agent or Requisite Revolving Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in made pursuant to this Section 1.1(d)(iii). In the LOC Documents. If event Agent elects not to debit Borrower's account by increasing the Borrowers shall fail outstanding principal balance of the Revolving Credit Advances and Borrower otherwise fails to reimburse the Issuing Lender as provided herein, L/C Issuer in full on the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrowers’ Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective date of any rights payment in respect of set-off, counterclaim or defense to payment the Borrowers may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrowers to receive consideration or the legality, validity, regularity or unenforceability of the a Letter of Credit. The Administrative , Agent will shall promptly notify the other each Revolving Lenders Lender of the amount of any such unreimbursed drawing payment and the accrued interest thereon and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender shall promptly hereby absolutely and unconditionally agrees to pay to the Administrative Agent for L/C Issuer upon demand by the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of L/C Issuer such Revolving Lender’s Revolving Commitment Percentage 's Pro Rata Share of such unreimbursed drawing. Such each payment shall be made on by the Business Day such notice is received L/C Issuer in respect of a Letter of Credit and not immediately reimbursed by such Revolving Lender from the Administrative Agent if such notice is received at Borrower or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account satisfied through a debit of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base RateBorrower's account. Each Revolving Lender’s obligation Lender acknowledges and agrees that its obligations pursuant to make such payment to the Issuing Lender, and the right this subsection in respect of the Issuing Lender to receive the same, shall be Letters of Credit are absolute and unconditional, unconditional and shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunderwhatsoever, including setoff, counterclaim, the existence occurrence and continuance of a Default or an Event of Default or the acceleration any failure by Borrower to satisfy any of the Obligations hereunder and conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender's Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(iii), the L/C Issuer shall be made without any offset, abatement, withholding or reduction whatsoeverentitled to recover such amount on demand from such Revolving Lender together with interest at the Index Rate.

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

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