Common use of Agreement to Repay Letter of Credit Drawings Clause in Contracts

Agreement to Repay Letter of Credit Drawings. (i) The Borrower hereby agrees to reimburse the respective Issuing Lender, by making payment to the Agent in immediately available funds, for any drawing (each, a "Drawing") made by it under any Letter of Credit (each such Drawing until reimbursed, an "Unpaid Drawing"), no later than two (2) Business Days after the date of such Drawing, with interest on the amount of such Drawing, to the extent not reimbursed prior to 12:00 Noon (Boston time) on the date of such Drawing, from and including the date of such Drawing to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum which shall be the Applicable Prime Rate; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (Boston time) on the seventh (7th) Business Day following such Drawing, interest shall thereafter accrue on the amount (until reimbursed by the Borrower) at a rate per annum which shall be the Prime Rate in effect from time to time plus 4%, in each such case, with interest to be payable on demand. The respective Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower's obligations hereunder. (ii) The obligations of the Borrower under this Section 2.13(d) to reimburse the respective Issuing Lender with respect to Drawings (including interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), or any

Agreement to Repay Letter of Credit Drawings. (ia) Upon the receipt by the Issuing Bank of any Drawing from a beneficiary under a Letter of Credit, the Issuing Bank promptly will provide the Parent with telecopy notice thereof. The Borrower Borrowers hereby agrees jointly and severally agree to reimburse the respective Issuing Lender, Bank by making payment to the Agent in immediately available fundsfunds at the Agent's Domestic Lending Office, for any drawing (each, a "Drawing") payment made by it the Issuing Bank under any Letter of Credit issued by it (each such Drawing amount so paid until reimbursed, an "Unpaid Drawing")) immediately after, no later than two (2) Business Days after and in any event on the date of of, such Drawingpayment, with interest on the amount of such Drawingso paid by the Issuing Bank, to the extent not reimbursed prior to 12:00 Noon 2:00 p.m. (Boston Houston time) on the date of such Drawingpayment, from and including the date of such Drawing to paid but excluding the date such Issuing Lender was reimbursed by the Borrower therefor reimbursement is made as provided above, at a rate per annum which shall be the Applicable Prime Rate; provided, however, equal to the extent lesser of (x) 3% above the Alternate Base Rate or (y) the Highest Lawful Rate, such amounts are not reimbursed prior to 12:00 Noon (Boston time) on the seventh (7th) Business Day following such Drawing, interest shall thereafter accrue on the amount (until reimbursed by the Borrower) at a rate per annum which shall be the Prime Rate in effect from time to time plus 4%, in each such case, with interest to be payable on demand. The respective Issuing Lender Unless otherwise paid by the Borrowers, such Unpaid Drawing may (and, if the Majority Banks so desire, shall give automatically), subject to satisfaction of the Borrower prompt written notice conditions precedent set forth in Sections 2.3 and 8, be paid with the proceeds of each Loans which shall bear interest at an annual rate equal to the Alternate Base Rate, which rate the Parent may in its discretion continue or convert pursuant to Section 3.1(a)(ii). After the Maturity Date, such Unpaid Drawing under any Letter of Creditshall, provided that if not otherwise paid by the failure Borrowers, be repaid from the cash collateral account established in connection therewith pursuant to give any such notice shall in no way affect, impair or diminish the Borrower's obligations hereunderSection 2.3(c) hereof. (iib) The Borrowers' obligations of the Borrower under this Section 2.13(d) 2.6 to reimburse the respective Issuing Lender Bank with respect to Unpaid Drawings (including including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances (except as provided below with respect to the gross negligence or willful misconduct of the Issuing Bank) and irrespective of any setoff, counterclaim or defense to payment which the any Borrower may have or have had against any Lender Bank (including the Issuing Bank in its capacity as an Issuing Lender the issuer of a Letter of Credit or any Bank as a Participantparticipant therein), including any defense based upon the failure of any drawing under a Letter of Credit (each a "Drawing") to conform to the terms of the Letter of Credit (other than a defense based upon the gross negligence or anywillful misconduct of the Issuing Bank in determining whether such Drawing conforms to the terms of the Letter of Credit) or any non-application or misapplication by the beneficiary of the proceeds of such Drawing, including any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (ii) the existence of any claim, setoff, defense or other right which any Borrower or any other Person may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Agent, the Issuing Bank, any Bank, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Borrower or any other Party and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (v) the occurrence of any Default or Event of Default; or (vi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Borrower (other than the gross negligence or willful misconduct of the Issuing Bank). (c) The Borrowers also jointly and severally agree with the Issuing Bank, the Agent and the Banks that, in the absence of gross negligence or willful misconduct of the Issuing Bank, the Issuing Bank shall not be responsible for, and the Borrowers' reimbursement obligations under Section 2.6(a) shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged or any dispute between or among any Borrower or any other Party and the beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of any Borrower or any other Party against any beneficiary of such Letter of Credit or any such transferee. (d) The Issuing Bank shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions caused by the Issuing Bank's gross negligence or willful misconduct. The Borrowers agree that any action taken or omitted by the Issuing Bank under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance with the standards of care specified in the Uniform Customs and Practice for Documentary Credits (1994 Revision), International Chamber of Commerce, Publication No. 500 (and any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by such Issuing Bank) and, to the extent not inconsistent therewith, the Uniform Commercial Code of the State of Texas, shall not result in any liability of the Issuing Bank to any Borrower or any other Party. It is the intent of the parties hereto that the Issuing Bank shall not have any liability under this Section 2.6 for the ordinary negligence of the Issuing Bank.

Agreement to Repay Letter of Credit Drawings. (ia) The US Borrower hereby agrees to reimburse the respective Issuing LenderLetter of Credit Issuer, by making payment to the Administrative Agent in immediately available fundsat the Payment Office (which funds the Administrative Agent shall promptly forward to such Letter of Credit Issuer), for any drawing (each, a "Drawing") payment or disbursement made by it such Letter of Credit Issuer under any Letter of Credit issued by it (each such Drawing amount so paid or disbursed until reimbursed, an "Unpaid Drawing")) immediately after, no later than two (2) Business Days after and in any event on the date on which, the US Borrower is notified by such Letter of Credit Issuer of such Drawing, payment or disbursement with interest on the amount so paid or disbursed by such Letter of such DrawingCredit Issuer, to the extent not reimbursed prior to 12:00 Noon P.M. (Boston New York time) on the date of such Drawingpayment or disbursement, from and including the date of such Drawing paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum which shall be the Applicable Prime Rate; provided, however, interest rate applicable to the extent such amounts are not reimbursed prior to 12:00 Noon (Boston time) on the seventh (7th) Business Day following such Drawing, interest shall thereafter accrue on the amount (until reimbursed by the Borrower) at a rate per annum which shall be the Prime Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus 4%an additional 2% per annum if not reimbursed by the third Business Day after the date of such notice of payment or disbursement), in each such case, with interest also to be payable on demand. The respective Issuing Lender Each Letter of Credit Issuer shall give provide the US Borrower prompt written notice of each Drawing any payment or disbursement made by it under any Letter of CreditCredit issued by it, provided that although the failure to give of; or delay in, giving any such notice shall in no way affect, impair not release or diminish the Borrower's obligations hereunder. (ii) The obligations of the US Borrower under this Section 2.13(d2A.4(a) or under any other Section of this Agreement. (b) The US Borrower's obligation under this Section 2A.4 to reimburse the respective Issuing Lender Letter of Credit Issuer with respect to Unpaid Drawings (including including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the US Borrower may have or have had against such Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as an Issuing Lender BanK including, without limitation, any defense based upon the failure of any payment under a Letter of Credit to conform to the terms of the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such payment; PROVIDED, HOWEVER, that the US Borrower shall not be obligated to reimburse any Letter of Credit Issuer for any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a Participant), result of acts or anyomissions constituting willful misconduct or gross negligence (as determined by a court of competent jurisdiction) on the part of such Letter of Credit Issuer.

Agreement to Repay Letter of Credit Drawings. (ia) The U.S. Borrower hereby agrees agrees, in the case of all U.S. Letters of Credit, and the German Borrowers hereby jointly and severally agree, in the case of all German Letters of Credit, to reimburse the respective Issuing LenderBank, by making payment in Dollars directly to the Administrative Agent in immediately available fundsfor the benefit of such Issuing Bank, for any drawing payment or disbursement (eachor, a "Drawing"in the case of payments or disbursements made in any currency other than Dollars, the Dollar Equivalent thereof) made by it such Issuing Bank under any Letter of Credit issued for the account of the respective Account Party (with each such Drawing amount so paid, until reimbursed, an "Unpaid Drawing"), no later than two (2) Business Days after immediately after, and in any event on the date of of, such Drawingpayment or disbursement, with interest on the amount of so paid or disbursed by such DrawingIssuing Bank, to the extent not reimbursed prior to 12:00 Noon 2:00 P.M. (Boston New York time or, in the case of German Letters of Credit, Frankfurt time) on the date of such Drawingpayment or disbursement, from and including the date of such Drawing paid or disbursed to but excluding the date such Issuing Lender Bank was reimbursed by the U.S. Borrower or the respective German Borrower, as the case may be, therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Prime RateMargin for Revolving Loans maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (Boston New York time or, in the case of German Letters of Credit, Frankfurt time) on the seventh (7th) third Business Day following the receipt by the respective Account Party of notice of such Drawingpayment or disbursement or upon the occurrence of a Default or an Event of Default under Section 10.05, interest shall thereafter accrue on the amount amounts so paid or disbursed by such Issuing Bank (and until reimbursed by the Borrower) respective Account Party at a rate per annum which shall be the Prime Base Rate in effect from time to time plus 4the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus 2%, in each such case, with interest to be payable on demand. The respective Issuing Lender Bank shall give the Borrower respective Account Party prompt written notice of each Drawing under any Letter of Credit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrowerrespective Account Party's obligations hereunder. (iib) The obligations of the U.S. Borrower (with respect to U.S. Letters of Credit) and the joint and several obligations of the German Borrowers (with respect to German Letters of Credit) under this Section 2.13(d) 2.05 to reimburse the respective Issuing Lender Bank with respect to Unpaid Drawings (including including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower respective Account Party may have or have had against any Lender (including in its capacity as an Issuing Lender issuer of the Letter of Credit or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit (each a "Drawing") to conform to the terms of the Letter of Credit or anyany nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided that any reimbursement made by the respective Account Party, shall be without prejudice to any claim it may have against such Issuing Bank as a result of such Issuing Bank's gross negligence or willful misconduct in determining whether any documents required to be delivered under the respective Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of the respective Letter of Credit.

Agreement to Repay Letter of Credit Drawings. (i) The Each U.S. Borrower, in the case of a Letter of Credit issued for the account of a U.S. Borrower, hereby jointly and severally agrees, and (ii) each Dutch Borrower, in the case of a Letter of Credit issued for the account of a Dutch Borrower and (iii) each UK Borrower, in the case of a Letter of Credit issued for the account of a UK Borrower, hereby agrees jointly and severally agrees, in each case, to reimburse the respective each Issuing Lender, by making payment to the Agent Administrative Agent, for the account of the applicable Issuing Bank, in U.S. Dollars (or, in the case of any unreimbursed payment made in Euros or an Acceptable Foreign Currency, such currency) in immediately available fundsfunds at the Payment Office, for any drawing (each, a "Drawing") payment or disbursement made by it such Issuing Lender under any Letter of Credit issued by it for the account of any U.S. Borrower or, any Dutch Borrower or any UK Borrower, as applicable (each such Drawing amount, so paid until reimbursedreimbursed by such U.S. Borrower or, such Dutch Borrower or such UK Borrower, as applicable, an "“Unpaid Drawing"”), no not later than two (2) one Business Days after Day following receipt by any U.S. Borrower or, any Dutch Borrower or any UK Borrower, as the date case may be, of notice of such Drawingpayment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrowers to the extent permitted by applicable law)), with interest on the amount of so paid or disbursed by such DrawingIssuing Lender, to the extent not reimbursed prior to 12:00 Noon 2:00 P.M. (Boston New York City time) on the date of such Drawing, payment or disbursement from and including the date of such Drawing paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the any U.S. Borrower therefor or, any Dutch Borrower or any UK Borrower, as applicable, at a rate per annum which shall be equal to the Base Rate as in effect from time to time plus the Applicable Prime RateMargin as in effect from time to time for U.S. Dollar Denominated Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon 2:00 P.M. (Boston New York City time) on the seventh (7th) third Business Day following the receipt by any U.S. Borrower or, any Dutch Borrower or any UK Borrower, as applicable, of notice of such Drawingpayment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amount amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the any U.S. Borrower or, any Dutch Borrower or UK Borrower, as applicable) at a rate per annum which shall be equal to the Prime Base Rate as in effect from time to time plus 4the Applicable Margin for U.S. Dollar Denominated Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, in each with such case, with interest to be payable on demand. The respective Amounts paid to the Administrative Agent in accordance with the immediately preceding sentence shall be promptly disbursed to the applicable Issuing Lender. Each Issuing Lender shall give the Borrower applicable U.S. Borrowers or, Dutch Borrowers or UK Borrowers, as the case may be, prompt written notice of each Drawing under any Letter of CreditCredit issued by it for the account of such U.S. Borrowers or, Dutch Borrowers or UK Borrowers, as the case may be; provided that the failure to give any such notice shall in no way affect, impair or diminish the obligations of any such Borrower to reimburse such Unpaid Drawing. Each Drawing under any Letter of Credit shall (unless (x) the Company notifies the Administrative Agent in writing to the contrary, (y) the Borrowers are unable to satisfy the conditions precedent to the making of Revolving Loans set forth in Section 7, or (z) (i) with respect to Drawings under Letters of Credit issued for the account of any U.S. Borrower's obligations hereunder. , the Aggregate U.S. Borrower Exposure at such time exceeds 100% (or, during an Agent Advance Period, 105%) of the U.S. Borrowing Base at such time, (ii) The obligations with respect to Drawings under Letters of Credit issued for the account of any Dutch Borrower, the Aggregate Dutch Borrower Exposure at such time exceeds the 100% (or, during an Agent Advance Period, 105%) of the Dutch Borrowing Base at such time, (iii) with respect to Drawing under Letters of Credit issued for the account of any UK Borrower, the Aggregate UK Borrower under Exposure at such time exceeds 100% (or, during an Agent Advance Period, 105%) of the UK Borrower Base at such time or (iv) the Aggregate Exposure at such time exceeds the Total Revolving Loan Commitment at such time or (iv) during a Reduced Availability Period, Excess Availability is less than 10% of Availability at such time, in which case the procedures specified above in this Section 2.13(d3.05 and in Section 3.04 for funding by the Participants shall apply) constitute a request by the applicable Borrower to the Administrative Agent for a Borrowing of Revolving Loans pursuant to Section 2.03(a) constituting Base Rate Loans (or, at the option of the Administrative Agent and the Swingline Lender in their sole discretion, a Borrowing of Swingline Loans pursuant to Section 2.03(b)) in the amount of such Drawing, and the date with respect to such Borrowing shall be the date of payment of the relevant Drawing (it being understood that, in each such case, the Administrative Agent shall notify the Lenders (or the Swingline Lender, as applicable) thereof and the Lenders (or the Swingline Lender, as applicable) shall make available to the Administrative Agent their pro rata portion of such Borrowing (or, in the case of Swingline Loans, the Swingline Lender will make available the full amount thereof) and the proceeds thereof shall be applied to reimburse the respective Issuing Lender for such Drawing). (b) The joint and several obligations of the U.S. Borrowers, in the case of a Letter of Credit issued for the account of a U.S. Borrower, or the Dutch Borrowers, in the case of a Letter of Credit issued for the account of a Dutch Borrower or the UK Borrowers, in the case of a Letter of Credit issued for the account of a UK Borrower, as the case may be, under this Section 3.05 to reimburse each Issuing Lender with respect to Drawings drafts, demands and other presentations for payment under Letters of Credit issued by it (including each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Company, any other Borrower or any other Subsidiary of the Company may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or anyany nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided that the foregoing shall not be construed to excuse the Issuing Lender from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Lender's failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. (c) If any Lender becomes a Defaulting Lender at any time that any Letter of Credit is outstanding, the U.S. Borrowers or, the Dutch Borrowers or the UK Borrowers, as applicable, shall enter into Letter of Credit Back-Stop Arrangements with the relevant Issuing Lender or Issuing Lenders no later than two Business Days after the date such Lender becomes a Defaulting Lender to the extent required by Section 2.15(a).

Agreement to Repay Letter of Credit Drawings. (ia) The U.S. -------------------------------------------- Borrower hereby agrees to reimburse the respective Issuing Lendereach Letter of Credit Issuer, by making payment to the Administrative Agent in U.S. Dollars and in immediately available fundsfunds at the Payment Office, for any drawing (each, a "Drawing") payment or disbursement made by it such Letter of Credit Issuer under any Letter of Credit issued by it (each such Drawing amount so paid or disbursed until reimbursed, an "Unpaid Drawing")) immediately after, no later than two (2) Business Days after and in any event on the date of such Drawingpayment or disbursement, with interest on the amount so paid or disbursed by such Letter of such DrawingCredit Issuer, to the extent not reimbursed prior to 12:00 Noon 2:00 P.M. (Boston New York time) on the date of such Drawingpayment or disbursement, from and including the date of such Drawing paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum which shall be the Applicable Prime Rate; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (Boston time) on the seventh (7th) Business Day following such Drawing, interest shall thereafter accrue on the amount (until reimbursed by the Borrower) at a rate per annum which shall be the Prime Margin for Dollar Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus 4%an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), in each such case, with interest also to be payable pay able on demand. The respective Issuing Lender Each Letter of Credit Issuer shall give provide the U.S. Borrower prompt written notice of each Drawing any payment or disbursement made by it under any Letter of CreditCredit issued by it; provided, provided that -------- (i) the notices referred to above shall not be required to be given if a Default or an Event of Default under such Section 10.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the U.S. Borrower) and (ii) the failure to give of, or delay in, giving any such notice shall in no way affect, impair not release or diminish the Borrower's obligations hereunder. (ii) The obligations of the U.S. Borrower under this Section 2.13(d2.04(a) to reimburse the respective Issuing Lender with respect to Drawings (including interest thereon) shall be absolute and unconditional or under any and all circumstances and irrespective other Section of any setoff, counterclaim or defense to payment which the Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), or anythis Agreement.

Agreement to Repay Letter of Credit Drawings. (ia) The U.S. -------------------------------------------- Borrower hereby agrees to reimburse the respective Issuing LenderLetter of Credit Issuer, by making payment to the Administrative Agent in immediately available fundsfunds at the Payment Office, for any drawing (each, a "Drawing") payment or disbursement made by it such Letter of Credit Issuer under any Letter of Credit issued by it (each such Drawing amount so paid or disbursed until reimbursed, an "Unpaid Drawing"), ) no later than two (2) one Business Days after Day following the date of such Drawingpayment or disbursement, with interest on the amount so paid or disbursed by such Letter of such DrawingCredit Issuer, to the extent not reimbursed prior to 12:00 Noon 1:00 P.M. (Boston New York time) on the date of such Drawingpayment or disbursement, from and including the date of such Drawing paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum which shall be the relevant Applicable Prime Rate; provided, however, to Margin plus the extent such amounts are not reimbursed prior to 12:00 Noon (Boston time) on the seventh (7th) Business Day following such Drawing, interest shall thereafter accrue on the amount (until reimbursed by the Borrower) at a rate per annum which shall be the Prime Base Rate as in effect from time to time for A Revolving Loans (plus 4%an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), in each such case, with interest also to be payable on demand. The respective Issuing Lender Each Letter of Credit Issuer shall give provide the U.S. Borrower prompt written notice of each Drawing any payment or disbursement made by it under any Letter of CreditCredit issued by it, provided that although the failure to give of, or delay in, giving any such notice shall in no way affect, impair not release or diminish the Borrower's obligations hereunder. (ii) The obligations of the any Borrower under this Section 2.13(d2.03(a) to reimburse the respective Issuing Lender with respect to Drawings (including interest thereon) shall be absolute and unconditional or under any and all circumstances and irrespective other Section of any setoff, counterclaim or defense to payment which the Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), or anythis Agreement.

Agreement to Repay Letter of Credit Drawings. (ia) The Borrower that the notices referred to above in this clause (a) shall not be required to be given if a Default or an Event of Default under Section 9.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable promptly without presentment, demand, protest or notice of any kind (all of which are hereby agrees to reimburse the respective Issuing Lender, waived by making payment to the Agent in immediately available funds, for any drawing (each, a "Drawing"each Credit Party) made by it under any Letter of Credit (each such Drawing until reimbursed, an "Unpaid Drawing"), no later than two (2) Business Days after the date of such Drawing, with and shall bear interest on the amount of such Drawing, to the extent not reimbursed prior to 12:00 Noon (Boston time) on the date of such Drawing, from and including the date of such Drawing to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum which shall be the Applicable Prime Rate; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (Boston time) on the seventh (7th) Business Day following such Drawing, interest shall thereafter accrue on the amount (until reimbursed by the Borrower) at a rate per annum which shall be the Prime Base Rate as in effect from time to time plus 4%, in each such case, with interest to be payable the Applicable Margin for Base Rate Loans plus 2% on demandand after the third Business Day following the respective Drawing). The respective Issuing Lender Each Letter of Credit Issuer shall give provide the Borrower prompt written notice of each Drawing any payment or disbursement made by it under any Letter of CreditCredit issued by it, provided that although the failure to give of, or delay in, giving any such notice shall in no way affect, impair not release or diminish the Borrower's obligations hereunder. (ii) The obligations of the Borrower under this Section 2.13(d2.03(a) or under any other Section of this Agreement. (b) The Borrower's obligation under this Section 2.03 to reimburse the respective Issuing Lender Letter of Credit Issuer with respect to Unpaid Drawings (including including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any of its Subsidiaries may have or have had against such Letter of Credit Issuer, the Agent or any Lender (including in its capacity as an Issuing Lender Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that the Borrower shall not be obligated to -------- ------- reimburse such Letter of Credit Issuer for any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit issued by it as a Participant), result of acts or anyomissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer.

Agreement to Repay Letter of Credit Drawings. (ia) The Borrower Workflow hereby agrees to reimburse the respective Issuing LenderLetter of Credit Issuer, by making payment to the Agent in Dollars and in immediately available fundsfunds at the appropriate Payment Office, for any drawing (each, a "Drawing") payment or disbursement made by it the Letter of Credit Issuer under any Letter of Credit (each such Drawing amount so paid or disbursed until reimbursed, an "Unpaid Drawing"), ) promptly upon but no later than two (2) one Business Days Day after the date Letter of Credit Issuer notifies Workflow that such Drawingpayment or disbursement has occurred (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 9.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by Workflow)), with interest on the amount so paid or disbursed by the Letter of such DrawingCredit Issuer, to the extent not reimbursed prior to 12:00 Noon (Boston New York time) on the date of such Drawingpayment or disbursement, from and including the date of such Drawing paid or disbursed to but excluding not including the date such Issuing Lender was the Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum which shall be the Applicable Prime Base Rate Margin plus the Base Rate; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (Boston time) on the seventh (7th) Business Day following such Drawing, interest shall thereafter accrue on the amount (until reimbursed by the Borrower) at a rate per annum which shall be the Prime Rate each as in effect from time to time (plus 4%, in each an additional 2% per annum if not reimbursed by the third Business Day after the date of such casenotice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 9.05), with such interest to be payable on demand. The respective Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower's obligations hereunder. (iib) The obligations of the Borrower Workflow's obligation under this Section 2.13(d) 2.03 to reimburse the respective Issuing Lender Letter of Credit Issuer with respect to Unpaid Drawings (including including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower Workflow or any of its Subsidiaries may have or have had against the Letter of Credit Issuer, the Agent, any Lender (including in its capacity as an Issuing Lender Lender, the beneficiary of any Letter of Credit or any other Person, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such drawing, provided that Workflow shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under a Letter of Credit as a Participantresult of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer (as finally determined by a court of competent jurisdiction), or any.

Agreement to Repay Letter of Credit Drawings. (ia) Upon the receipt by the Issuing Bank of any Drawing from a beneficiary under a Letter of Credit, the Issuing Bank promptly will provide the Borrower with telecopy notice thereof. The Borrower hereby agrees to reimburse the respective Issuing Lender, Bank by making payment to the Agent in immediately available fundsfunds in Dollars or the Alternate Currency, as the case may be, in which such Letter of Credit was denominated, at the account of the Agent located in New York City, New York, identified to the Borrower, for any drawing (each, a "Drawing") payment made by it the Issuing Bank under any Letter of Credit issued by it (each such Drawing amount so paid until reimbursed, an "Unpaid Drawing")) immediately after, no later than two (2) Business Days after and in any event on the date of of, such Drawingpayment, with interest on the amount of such Drawingso paid by the Issuing Bank, to the extent not reimbursed prior to 12:00 Noon 2:00 p.m. (Boston Dallas time) on the date of such Drawingpayment, from and including the date of such Drawing to paid but excluding the date such Issuing Lender was reimbursed by the Borrower therefor reimbursement is made as provided above, at a rate per annum which shall be the Applicable Prime Rate; provided, however, equal to the extent lesser of (x) 2% above the Base Rate or (y) the Highest Lawful Rate, such amounts are not reimbursed prior to 12:00 Noon (Boston time) on the seventh (7th) Business Day following such Drawing, interest shall thereafter accrue on the amount (until reimbursed by the Borrower) at a rate per annum which shall be the Prime Rate in effect from time to time plus 4%, in each such case, with interest to be payable on demand. The respective Issuing Lender Prior to the Maturity Date, unless otherwise paid by the Borrower, such Unpaid Drawing may (and, if the Majority Banks so desire, shall give automatically), subject to satisfaction of the conditions precedent set forth in Sections 2.3 and 8, be paid with the proceeds of Loans which shall bear interest at an annual rate equal to the Base Rate, which rate the Borrower prompt written notice of each Drawing under any Letter of Credit, provided that the failure may in its discretion continue or convert pursuant to give any such notice shall in no way affect, impair or diminish the Section 3.1(a)(ii). (b) The Borrower's obligations hereunder. (ii) The obligations of the Borrower under this Section 2.13(d) 2.6 to reimburse the respective Issuing Lender Bank with respect to Unpaid Drawings (including including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances (except as provided below with respect to the gross negligence or willful misconduct of the Issuing Bank) and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against any Lender Bank (including the Issuing Bank in its capacity as an Issuing Lender the issuer of a Letter of Credit or any Bank as a Participantparticipant therein), including any defense based upon the failure of any drawing under a Letter of Credit (each a "Drawing") to conform to the terms of the Letter of Credit (other than a defense based upon the gross negligence or anywillful misconduct of the Issuing Bank in determining whether such Drawing conforms to the terms of the Letter of Credit) or any non-application or misapplication by the beneficiary of the proceeds of such Drawing, including any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (ii) the existence of any claim, setoff, defense or other right which the Borrower or any other Person may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Agent, the Issuing Bank, any Bank, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower or any other Person and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (v) the occurrence of any Default or Event of Default; or (vi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower (other than the gross negligence or willful misconduct of the Issuing Bank). (c) The Borrower also agrees with the Issuing Bank, the Agent and the Banks that, in the absence of gross negligence or willful misconduct of the Issuing Bank, the Issuing Bank shall not be responsible for, and the Borrower's reimbursement obligations under Section 2.6(a) shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged or any dispute between or among the Borrower or any other Party and the beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower or any other Party against any beneficiary of such Letter of Credit or any such transferee. (d) The Issuing Bank shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions caused by the Issuing Bank's gross negligence or willful misconduct. The Borrower agrees that any action taken or omitted by the Issuing Bank under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct and, except as otherwise provided by this Agreement or any applicable Application, in accordance with the standards of care specified in the Uniform Customs and Practice for Documentary Credits (1994 Revision), International Chamber of Commerce, Publication No. 500 (and any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by such Issuing Bank) (the "UCP") and, to the extent not inconsistent therewith, the Uniform Commercial Code of the State of New York, shall not result in any liability of the Issuing Bank to the Borrower or any other Person. It is the intent of the parties hereto that the Issuing Bank shall not have any liability under this Section 2.6 for the ordinary negligence of the Issuing Bank. Each Letter of Credit shall be governed by the UCP and, to the extent applicable, the ICC Decision On The Impact of the European Single Currency (Euro) on Monetary Obligations Related to Transactions Involving ICC Rules, dated April 6, 1998.