Common use of Drawing and Reimbursement Clause in Contracts

Drawing and Reimbursement. The payment by the Issuing Bank of a draft drawn under the Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of a Letter of Credit Advance, which shall be a Base Rate Advance, in the amount of the Reimbursement Obligation relating to such draft as of the date of such Letter of Credit Advance as specified by the Issuing Bank from time to time. Upon written demand by the Issuing Bank, with a copy of such demand to the Administrative Agent, each Lender shall make, to the extent of its Commitment, an Advance in an amount equal to such Lender’s Pro Rata Share of the Issuing Bank’s outstanding Letter of Credit Advance as of such date in order to refinance the Issuing Bank’s Letter of Credit Advance, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank, by deposit to the Administrative Agent’s Account, in immediately available funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be made by such Lender; provided, that, at any time prior to the date on which such written demand is made, the Borrowers shall be permitted to repay the full amount of such payment on same-day notice to the Administrative Agent and the Issuing Bank. Promptly after receipt of such payment, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrowers hereby agree to each Letter of Credit Advance. Each Lender agrees to make its Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank, provided notice of such demand is given not later than 10:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such refinancing by any Lender of a portion of the Letter of Credit Advance made by the Issuing Bank, the Issuing Bank represents and warrants to such Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Document or any Obligor. If and to the extent that any Lender shall not have so made the amount of such Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft drawn under the any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of a Letter of Credit Advance, which shall be a Base Rate Advance, in the amount of such draft. In the Reimbursement Obligation relating to such draft as event of the date of such any drawing under a Letter of Credit Advance as specified by Credit, the Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Revolving Credit Lender and each Revolving Credit Lender shall purchase from time to time. Upon written demand by the Issuing Bank, with a copy of and the Issuing Bank shall sell and assign to each such demand to the Administrative AgentRevolving Credit Lender, each Lender shall make, to the extent of its Commitment, an Advance in an amount equal to such Lender’s 's Pro Rata Share of the Issuing Bank’s such outstanding Letter of Credit Advance as of the date of such date in order to refinance the Issuing Bank’s Letter of Credit Advancepurchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank, by deposit to the Administrative Agent’s 's Account, in immediately available same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be made purchased by such Lender; provided, that, at any time prior to the date on which such written demand is made, the Borrowers shall be permitted to repay the full amount of such payment on same-day notice to the Administrative Agent and the Issuing Bank. Promptly after receipt of such paymentthereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrowers Borrower hereby agree agrees to each Letter of Credit Advancesuch sale and assignment. Each Revolving Credit Lender agrees to make purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor notice of the drawing under the related Letter of Credit is made given by the Issuing Bank, provided such notice of such demand is given not later than 10:00 A.M. 1:00 P.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if such notice of such demand is given after such time. Upon any such refinancing assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of the a Letter of Credit Advance made by the Issuing BankAdvance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liensLiens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Document Documents or any ObligorLoan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft drawn under the any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of a Letter of Credit Advance, which shall be a Base Rate Advance, in the amount of the Reimbursement Obligation relating to such draft as of the date of such Letter of Credit Advance as specified by the Issuing Bank from time to timedraft. Upon written demand by the Issuing Bank, with a copy of such demand to the Administrative Agent, each Revolving Credit Lender shall makepurchase from the Issuing Bank, and the Issuing Bank shall sell and assign to the extent of its Commitmenteach such Revolving Credit Lender, an Advance in an amount equal to such Lender’s 's Pro Rata Share of the Issuing Bank’s such outstanding Letter of Credit Advance as of the date of such date in order to refinance the Issuing Bank’s Letter of Credit Advancepurchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank, by deposit to the Administrative Agent’s 's Account, in immediately available same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be made purchased by such Lender; provided, that, at any time prior to the date on which such written demand is made, the Borrowers shall be permitted to repay the full amount of such payment on same-day notice to the Administrative Agent and the Issuing Bank. Promptly after receipt of such paymentthereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrowers Domestic Borrower hereby agree agrees to each Letter of Credit Advancesuch sale and assignment. Each Revolving Credit Lender agrees to make purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank, provided that notice of such demand is given not later than 10:00 11:00 A.M. (New York City time) on such Business Day Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such refinancing assignment by the Issuing Bank to any Revolving Credit Lender of a portion of the a Letter of Credit Advance made by the Issuing BankAdvance, the Issuing Bank represents and warrants to such other Lender that the Credit Agreement Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Document Documents or any ObligorLoan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft drawn under the any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of a Letter of Credit Advance, which shall be a Alternate Base Rate Advance, in the amount of the Reimbursement Obligation relating to such draft as of the date of such Letter of Credit Advance as specified by the Issuing Bank from time to timedraft. Upon written demand by the Issuing Bank, with a copy of such demand to the Administrative Agent, each Working Capital Lender shall makepurchase from the Issuing Bank, and the Issuing Bank shall sell and assign to the extent of its Commitmenteach such Working Capital Lender, an Advance in an amount equal to such Lender’s 's Pro Rata Share of the Issuing Bank’s such outstanding Letter of Credit Advance as of the date of such date in order to refinance the Issuing Bank’s Letter of Credit Advancepurchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank, by deposit to the Administrative Agent’s 's Account, in immediately available same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be made purchased by such Lender; provided, that, at any time prior to the date on which such written demand is made, the Borrowers shall be permitted to repay the full amount of such payment on same-day notice to the Administrative Agent and the Issuing Bank. Promptly after receipt of such paymentthereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrowers Borrower hereby agree agrees to each Letter of Credit Advancesuch sale and assignment. Each Working Capital Lender agrees to make purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank, provided Bank (so long as notice of such demand is given not later than 10:00 A.M. 12:00 Noon (New York City Charlotte, North Carolina time) on such Business Day Day) or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such refinancing by any Lender of a portion of the Letter of Credit Advance made by the Issuing Bank, the Issuing Bank represents and warrants to such Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Document or any Obligor. If and to the extent that any Lender shall not have so made the amount of such Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.such

Drawing and Reimbursement. The payment by the Issuing Bank of a draft drawn under the any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of a Letter of Credit Advance, Advance which shall be a Base Prime Rate Advance, Advance in the amount of such draft. The Borrower, the Reimbursement Obligation relating to such draft as of the date of such Administrative Agent and each Revolving Credit Lender hereby acknowledge and agree that Letter of Credit Advance as specified Advances may be made, or deemed made, by the Issuing Bank from time in respect of any Letter of Credit and to timeparticipate in all Letter of Credit Advances made hereunder as provided herein. Upon written demand notice by the Issuing Bank or the Administrative Agent (which notice may be given by telephone if immediately confirmed in writing), each Revolving Credit Lender shall purchase from the Issuing Bank, with a copy of and the Issuing Bank shall sell and assign to each such demand to the Administrative Agent, each Revolving Credit Lender shall make, to the extent of its Commitment, an Advance in an amount equal to such Lender’s Pro Rata Share of the Issuing Bank’s such outstanding Letter of Credit Advance as of the date of such date in order to refinance the Issuing Bank’s Letter of Credit Advancepurchase, by making available (for the account of its Applicable Lending Office Office) to the Administrative Agent (for the account of the Issuing Bank), by deposit to the Administrative Agent’s Account, in immediately available fundssame day funds in Dollars, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be made purchased by such Lender; provided, that, at any time prior to the date on which such written demand is made, the Borrowers shall be permitted to repay the full amount of such payment on same-day notice to the Administrative Agent and the Issuing Bank. Promptly after receipt of such paymentthereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrowers Borrower hereby agree agrees to each Letter of Credit Advancesuch sale and assignment. Each Revolving Credit Lender agrees to make purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank, Bank or the Administrative Agent; provided that notice of such demand is given not later than 10:00 A.M. 1:00 p.m. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such refinancing assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of the a Letter of Credit Advance made by the Issuing Bank, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Document Documents or any ObligorLoan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank or the Administrative Agent until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day. Each Revolving Credit Lender’s obligation to make Letter of Credit Advances to reimburse the Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.3(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender may have against the Issuing Bank, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such making of a Letter of Credit Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Bank for the amount of any payment made by the Issuing Bank under any Letter of Credit, together with interest as provided herein.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft drawn under the any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of a Letter of Credit Advance, which shall be a Base Rate Advance, in the amount of such draft. In the Reimbursement Obligation relating to such draft as event of the date of such any drawing under a Letter of Credit Advance as specified by Credit, the Issuing Bank shall promptly notify the Agent, and the Agent shall promptly notify each Working Capital Lender and each Working Capital Lender shall purchase from time to time. Upon written demand by the Issuing Bank, with a copy of and the Issuing Bank shall sell and assign to each such demand to the Administrative AgentWorking Capital Lender, each Lender shall make, to the extent of its Commitment, an Advance in an amount equal to such Lender’s 's Pro Rata Share of the Issuing Bank’s such outstanding Letter of Credit Advance as of the date of such date in order to refinance the Issuing Bank’s Letter of Credit Advancepurchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank, by deposit to the Administrative Agent’s 's Account, in immediately available same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be made purchased by such Lender; provided, that, at any time prior to the date on which such written demand is made, the Borrowers shall be permitted to repay the full amount of such payment on same-day notice to the Administrative Agent and the Issuing Bank. Promptly after receipt of such paymentthereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrowers Borrower hereby agree agrees to each Letter of Credit Advancesuch sale and assignment. Each Working Capital Lender agrees to make purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor notice of the drawing under the related Letter of Credit is made given by the Issuing Bank, provided such notice of such demand is given not later than 10:00 A.M. 1:00 P.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if such notice of such demand is given after such time. Upon any such refinancing assignment by the Issuing Bank to any other Working Capital Lender of a portion of the a Letter of Credit Advance made by the Issuing BankAdvance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Document Documents or any ObligorLoan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Letter of Credit Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft drawn under the any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of a Letter of Credit Advance, which shall be a Base Rate Advance, in the amount of such draft. In the Reimbursement Obligation relating to such draft as event of the date of such any drawing under a Letter of Credit Advance as specified by Credit, the Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Revolving Credit Lender and each Revolving Credit Lender shall purchase from time to time. Upon written demand by the Issuing Bank, with a copy of and the Issuing Bank shall sell and assign to each such demand to the Administrative AgentRevolving Credit Lender, each Lender shall make, to the extent of its Commitment, an Advance in an amount equal to such Lender’s 's Pro Rata Share of the Issuing Bank’s such outstanding Letter of Credit Advance as of the date of such date in order to refinance the Issuing Bank’s Letter of Credit Advancepurchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank, by deposit to the Administrative Agent’s 's Account, in immediately available same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be made purchased by such Lender; provided, that, at any time prior to the date on which such written demand is made, the Borrowers shall be permitted to repay the full amount of such payment on same-day notice to the Administrative Agent and the Issuing Bank. Promptly after receipt of such paymentthereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrowers Borrower hereby agree agrees to each Letter of Credit Advancesuch sale and assignment. Each Revolving Credit Lender agrees to make purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor notice of the drawing under the related Letter of Credit is made given by the Issuing Bank, provided such notice of such demand is given not later than 10:00 A.M. (New York City Los Angeles, California time) on such Business Day or (ii) the first Business Day next succeeding such demand if such notice of such demand is given after such time. Upon any such refinancing assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of the a Letter of Credit Advance made by the Issuing BankAdvance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Document Documents or any ObligorLoan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft drawn under the any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of a Letter of Credit Advance, which shall be a Base Rate Advance, in the amount of the Reimbursement Obligation relating to such draft as of the date of such Letter of Credit Advance as specified by the Issuing Bank from time to timedraft. Upon written demand by the Issuing BankBank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent, each Lender shall makepurchase from the Issuing Bank, and the Issuing Bank shall sell and assign to the extent of its Commitment, an Advance in an amount equal to each such Lender’s , such Lender's Pro Rata Share of the Issuing Bank’s such outstanding Letter of Credit Advance as of the date of such date in order to refinance the Issuing Bank’s Letter of Credit Advancepurchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank, by deposit to the Administrative Agent’s 's Account, in immediately available same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be made purchased by such Lender; provided, that, at any time prior to the date on which such written demand is made, the Borrowers shall be permitted to repay the full amount of such payment on same-day notice to the Administrative Agent and the Issuing Bank. Promptly after receipt of such paymentthereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrowers Borrower hereby agree agrees to each Letter of Credit Advancesuch sale and assignment. Each Lender agrees to make purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing BankBank which made such Advance, provided that notice of such demand is given not later than 10:00 11:00 A.M. (New York City time) on such Business Day Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such refinancing assignment by the Issuing Bank to any Lender of a portion of the a Letter of Credit Advance made by the Issuing BankAdvance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Document Documents or any ObligorLoan Party. If and to the extent that any Lender shall not have so made the amount of such Letter of Credit Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft drawn under the any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of a Letter of Credit Advance, which shall be a Base Rate Advance, in the amount of the Reimbursement Obligation relating to such draft as of the date of such Letter of Credit Advance as specified by the Issuing Bank from time to timedraft. Upon written demand by the Issuing Bank, with a copy of such demand to the Administrative Agent, each Revolving Credit Lender shall makepurchase from the Issuing Bank, and the Issuing Bank shall sell and assign to the extent of its Commitmenteach such Revolving Credit Lender, an Advance in an amount equal to such Lender’s 's Pro Rata Share of the Issuing Bank’s such outstanding Letter of Credit Advance as of the date of such date in order to refinance the Issuing Bank’s Letter of Credit Advancepurchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank, by deposit to the Administrative Agent’s 's Account, in immediately available same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be made purchased by such Revolving Credit Lender; provided, that, at any time prior to the date on which such written demand is made, the Borrowers shall be permitted to repay the full amount of such payment on same-day notice to the Administrative Agent and the Issuing Bank. Promptly after receipt of such paymentthereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrowers U.S. Borrower hereby agree agrees to each Letter of Credit Advancesuch sale and assignment. Each Revolving Credit Lender agrees to make purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank, provided that notice of such 53 48 demand is given not later than 10:00 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such refinancing by any Lender of a portion of the Letter of Credit Advance made by the Issuing Bank, the Issuing Bank represents and warrants to such Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Document or any Obligor. If and to the extent that any Lender shall not have so made the amount of such Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.York

Drawing and Reimbursement. The payment by the Issuing Bank of a draft drawn under the any Letter of Credit shall constitute for all purposes of this Agreement the making of a Revolving Advance by the Issuing Bank of a Letter of Credit Advance, which shall be a bearing interest at the Base Rate Advance, in the amount of the Reimbursement Obligation relating to such draft and, in connection with any Letter of Credit denominated in Pounds or Euros, such Revolving Advance shall be made in the Equivalent Amount in U.S. dollars as of the date of such draft payment by the Issuing Bank. In the event of a payment of any draft drawn under any Letter of Credit Advance as specified by the Issuing Bank from time to time. Upon written demand issued by the Issuing Bank, with a copy of such demand to the Administrative Agent, each other Lender shall makebe deemed to have purchased from the Issuing Bank, and the Issuing Bank shall sell and assign to the extent of its Commitmenteach such other Lender, an Advance in an amount equal to such other Lender’s Pro Rata Share of the Issuing Bank’s such outstanding Letter of Credit Revolving Advance as of the date of such date in order to refinance the Issuing Bank’s Letter of Credit Advancepurchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank, by deposit to the Administrative Agent’s Account, in immediately available same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Revolving Advance to be made purchased by such Lender; provided, that, at any time prior to the date on which such written demand is made, the Borrowers shall be permitted to repay the full amount of such payment on same-day notice to the Administrative Agent and the Issuing Bank. Promptly after receipt of such payment, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrowers Each Borrower hereby agree consents to each Letter of Credit Advancesuch sale and assignment. Each Lender agrees to make purchase its Letter Pro Rata Share of Credit an outstanding Revolving Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank, provided notice of such demand is given not later than 10:00 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such refinancing assignment by the Issuing Bank to any other Lender of a portion of the Letter of Credit Advance made by the Issuing Banksuch Revolving Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank it is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Revolving Advance, the Loan Document Documents or any Obligorthe Borrower for the account of which such Letter of Credit was issued. If and to the extent that any Lender shall not have so made the amount of its interest in such Letter of Credit Revolving Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or Rate. On the account last day of the Issuing Bankeach month, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect shall notify each Lender of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount its Pro Rata Share of the Letter of Credit Advance Revolving Advances made by the Issuing Bank during the preceding month pursuant to this Section 2.3(b) and shall be reduced by pay to each such Lender in respect of the amount of any funded participations of such Lender in such Revolving Advances outstanding at any time during the preceding month, an amount equal to such Lender’s Pro Rata Share of the interest payable on such Business DayRevolving Advances only to the extent that such amounts shall have been paid to the Issuing Bank by the Borrowers.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft drawn under the any Letter of Credit Credit, including, without limitation, under any Existing Letter of Credit, shall constitute for all purposes of this Agreement the making by the Issuing Bank of a Letter of Credit Advance, Advance which shall be a Base Prime Rate Advance, in the amount of the Reimbursement Obligation relating to such draft as draft. Each of the date of such Borrower, the Administrative Agent and each Revolving Credit Lender hereby acknowledges and agrees that Letter of Credit Advance as specified Advances may be made, or deemed made, by the Issuing Bank from time in respect of Existing Letters of Credit or any other Letter of Credit and to timeparticipate in all Letter of Credit Advances made hereunder as provided herein. Upon written demand by the Issuing Bank, with a copy of such demand to the Administrative Agent, each Revolving Credit Lender shall makepurchase from the Issuing Bank, and the Issuing Bank shall sell and assign to the extent of its Commitment, an Advance in an amount equal to each such Revolving Credit Lender such Lender’s 's Pro Rata Share of the Issuing Bank’s such outstanding Letter of Credit Advance as of the date of such date in order to refinance the Issuing Bank’s Letter of Credit Advancepurchase, by making available (for the account of its Applicable Lending Office Office) to the Administrative Agent (for the account of the Issuing Bank), by deposit to the Administrative Agent’s 's Account, in immediately available same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be made purchased by such Lender; provided, that, at any time prior to the date on which such written demand is made, the Borrowers shall be permitted to repay the full amount of such payment on same-day notice to the Administrative Agent and the Issuing Bank. Promptly after receipt of such paymentthereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrowers Borrower hereby agree agrees to each Letter of Credit Advancesuch sale and assignment. Each Revolving Credit Lender agrees to make purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank, provided notice of such demand is given not later than 10:00 11:00 A.M. (Buffalo, New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such refinancing assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of the a Letter of Credit Advance made by the Issuing BankAdvance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Document Documents, the Borrower or any Obligorother Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft drawn under the any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of a Letter of Credit Advance, Advance which shall be a Base Prime Rate Advance, Advance in the amount of such draft. The Borrower, the Reimbursement Obligation relating to such draft as of the date of such Administrative Agent and each Revolving Credit Lender hereby acknowledges and agrees that Letter of Credit Advance as specified Advances may be made, or deemed made, by the Issuing Bank from time in respect of any Letter of Credit and to timeparticipate in all Letter of Credit Advances made hereunder as provided herein. Upon written demand by the Issuing Bank, with a copy of such demand to the Administrative Agent, each Revolving Credit Lender shall makepurchase from the Issuing Bank, and the Issuing Bank shall sell and assign to the extent of its Commitment, an Advance in an amount equal to each such Revolving Credit Lender such Lender’s 's Pro Rata Share of the Issuing Bank’s such outstanding Letter of Credit Advance as of the date of such date in order to refinance the Issuing Bank’s Letter of Credit Advancepurchase, by making available (for the account of its Applicable Lending Office Office) to the Administrative Agent (for the account of the Issuing Bank), by deposit to the Administrative Agent’s 's Account, in immediately available fundssame day funds in U.S. Dollars, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be made purchased by such Lender; provided, that, at any time prior to the date on which such written demand is made, the Borrowers shall be permitted to repay the full amount of such payment on same-day notice to the Administrative Agent and the Issuing Bank. Promptly after receipt of such paymentthereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrowers Borrower hereby agree agrees to each Letter of Credit Advancesuch sale and assignment. Each Revolving Credit Lender agrees to make purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank, provided ; PROVIDED that notice of such demand is given not later than 10:00 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such refinancing assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of the a Letter of Credit Advance made by the Issuing Bank, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Document Documents or any ObligorLoan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft drawn under the any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of a Letter of Credit Advance, which shall be a an Alternate Base Rate Advance, in the amount of the Reimbursement Obligation relating to such draft as of the date of such Letter of Credit Advance as specified by the Issuing Bank from time to timedraft. Upon written demand by the Issuing BankBank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent, each Revolving Credit Lender shall makepurchase from the Issuing Bank, and the Issuing Bank shall sell and assign to the extent of its Commitmenteach such Revolving Credit Lender, an Advance in an amount equal to such Lender’s 's Pro Rata Share of the Issuing Bank’s such outstanding Letter of Credit Advance as of the date of such date in order to refinance the Issuing Bank’s Letter of Credit Advancepurchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank, by deposit to the Administrative Agent’s 's Account, in immediately available same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be made purchased by such Lender; provided, that, at any time prior to the date on which such written demand is made, the Borrowers shall be permitted to repay the full amount of such payment on same-day notice to the Administrative Agent and the Issuing Bank. Promptly after receipt of such paymentthereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrowers Borrower hereby agree agrees to each Letter of Credit Advancesuch sale and assignment. Each Revolving Credit Lender agrees to make purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank, Bank provided notice of such demand is given not later than 10:00 A.M. (New York City Charlotte, North Carolina time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such refinancing assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of the a Letter of Credit Advance made by the Issuing BankAdvance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Document Documents or any ObligorLoan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to 34 the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft drawn under the any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of a Letter of Credit Advance, which shall be a Base Rate Advance, in the amount of the Reimbursement Obligation relating to such draft as of the date of such Letter of Credit Advance as specified by the Issuing Bank from time to timedraft. Upon written demand by the Issuing BankBank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent, each Lender shall makepurchase from the Issuing Bank, and the Issuing Bank shall sell and assign to the extent of its Commitment, an Advance in an amount equal to each such Lender’s , such Lender's Pro Rata Share of the Issuing Bank’s such outstanding Letter of Credit Advance as of the date of such date in order to refinance the Issuing Bank’s Letter of Credit Advancepurchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank, by deposit to the Administrative Agent’s 's Account, in immediately available same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be made purchased by such Lender; provided, that, at any time prior to the date on which such written demand is made, the Borrowers shall be permitted to repay the full amount of such payment on same-day notice to the Administrative Agent and the Issuing Bank. Promptly after receipt of such paymentthereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrowers Borrower hereby agree agrees to each Letter of Credit Advancesuch sale and assignment. Each Lender agrees to make purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing BankBank which made such Advance, provided PROVIDED that notice of such demand is given not later than 10:00 11:00 A.M. (New York City time) on such Business Day Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such refinancing assignment by the Issuing Bank to any Lender of a portion of the a Letter of Credit Advance made by the Issuing BankAdvance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility (other than as set forth in Section 7.05(d)) with respect to such Letter of Credit Advance, the Loan Document Documents or any ObligorLoan Party. If and to the extent that any Lender shall not have so made the amount of such Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.as

Drawing and Reimbursement. The payment by the Issuing Bank of a draft drawn under the any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of a Letter of Credit Advance, Advance which shall be a Base Prime Rate Advance, Advance in the amount of the Reimbursement Obligation relating to such draft as draft. Each of the date of such Borrowers, the Administrative Agent and each Revolving Credit Lender hereby acknowledges and agrees that Letter of Credit Advance as specified Advances may be made, or deemed made, by the Issuing Bank from time to timein respect of any Letter of Credit, and each Revolving Credit Lender shall participate in all Letter of Credit Advances made hereunder as provided herein. Upon written demand by the Issuing Bank, with a copy of such demand to the Administrative Agent, each Revolving Credit Lender shall makepurchase from the Issuing Bank, and the Issuing Bank shall sell and assign to the extent of its Commitmenteach such Revolving Credit Lender, an Advance in an amount equal to such Lender’s 's Pro Rata Share of the Issuing Bank’s such outstanding Letter of Credit Advance as of the date of such date in order to refinance the Issuing Bank’s Letter of Credit Advancepurchase, by making available (for the account of its Applicable Lending Office Office) to the Administrative Agent (for the account of the Issuing Bank), by deposit to the Administrative Agent’s 's Account, in immediately available same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be made purchased by such Lender; provided, that, at any time prior to the date on which such written demand is made, the Borrowers shall be permitted to repay the full amount of such payment on same-day notice to the Administrative Agent and the Issuing Bank. Promptly after receipt of such paymentthereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrowers hereby agree to each Letter of Credit Advancesuch sale and assignment. Each Revolving Credit Lender agrees to make purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank, provided ; PROVIDED that notice of such demand is given not later than 10:00 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such refinancing assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of the a Letter of Credit Advance made by the Issuing BankAdvance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Document Documents or any ObligorLoan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount its Pro Rata Share of such Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft drawn under the any Letter of Credit shall constitute for all purposes of this Agreement the making of a Revolving Advance by the Issuing Bank of a Letter of Credit Advance, which shall be a bearing interest at the Base Rate Advance, in the amount of such draft. In the Reimbursement Obligation relating event of a payment of any draft drawn under any Letter of Credit issued by the Issuing Bank, each other Lender shall be deemed to have purchased from the Issuing Bank, and the Issuing Bank shall sell and assign to each such draft other Lender, such other Lender's Pro Rata Share of such outstanding Revolving Advance as of the date of such Letter of Credit Advance as specified by the Issuing Bank from time to time. Upon written demand by the Issuing Bank, with a copy of such demand to the Administrative Agent, each Lender shall make, to the extent of its Commitment, an Advance in an amount equal to such Lender’s Pro Rata Share of the Issuing Bank’s outstanding Letter of Credit Advance as of such date in order to refinance the Issuing Bank’s Letter of Credit Advancepurchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank, by deposit to the Administrative Agent’s 's Account, in immediately available same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Revolving Advance to be made purchased by such Lender; provided, that, at any time prior to the date on which such written demand is made, the Borrowers shall be permitted to repay the full amount of such payment on same-day notice to the Administrative Agent and the Issuing Bank. Promptly after receipt of such payment, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrowers Each Borrower hereby agree consents to each Letter of Credit Advancesuch sale and assignment. Each Lender agrees to make purchase its Letter Pro Rata Share of Credit an outstanding Revolving Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank, provided notice of such demand is given not later than 10:00 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such refinancing assignment by the Issuing Bank to any other Lender of a portion of the Letter of Credit Advance made by the Issuing Banksuch Revolving Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank it is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Revolving Advance, the Loan Document Documents or any Obligorthe Borrower for the account of which such Letter of Credit was issued. If and to the extent that any Lender shall not have so made the amount of its interest in such Letter of Credit Revolving Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or Rate. On the account last day of the Issuing Bankeach month, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect shall notify each Lender of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount its Pro Rata Share of the Letter of Credit Advance Revolving Advances made by the Issuing Bank during the preceding month pursuant to this Section 2.3(b) and shall be reduced by pay to each such Lender in respect of the amount of any funded participations of such Lender in such Revolving Advances outstanding at any time during the preceding month, an amount equal to such Lender's Pro Rata Share of the interest payable on such Business DayRevolving Advances only to the extent that such amounts shall have been paid to the Issuing Bank by the Borrowers.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft drawn under the any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of a Letter of Credit Advance, which shall be a Alternate Base Rate Advance, in the amount of the Reimbursement Obligation relating to such draft as of the date of such Letter of Credit Advance as specified by the Issuing Bank from time to timedraft. Upon written demand by the Issuing BankBank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent, each Revolving Credit Lender shall makepurchase from the Issuing Bank, and the Issuing Bank shall sell and assign to the extent of its Commitmenteach such Revolving Credit Lender, an Advance in an amount equal to such Lender’s 's Pro Rata Share of the Issuing Bank’s such outstanding Letter of Credit Advance as of the date of such date in order to refinance the Issuing Bank’s Letter of Credit Advancepurchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank, by deposit to the Administrative Agent’s 's Account, in immediately available same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be made purchased by such Lender; provided, that, at any time prior to the date on which such written demand is made, the Borrowers shall be permitted to repay the full amount of such payment on same-day notice to the Administrative Agent and the Issuing Bank. Promptly after receipt of such paymentthereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrowers Borrower hereby agree agrees to each Letter of Credit Advancesuch sale and assignment. Each Revolving Credit Lender agrees to make purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank, Bank provided notice of such demand is given not later than 10:00 A.M. (New York City Charlotte, North Carolina time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such refinancing assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of the a Letter of Credit Advance made by the Issuing BankAdvance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Document Documents or any ObligorLoan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft drawn under the any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of a Letter of Credit Advance, which shall be a Base Rate Advance, in the amount of such draft. In the Reimbursement Obligation relating to such draft as event of the date of such any drawing under a Letter of Credit Advance as specified by Credit, the Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Working Capital Lender, and each Working Capital Lender shall purchase from time to time. Upon written demand by the Issuing Bank, with a copy of and the Issuing Bank shall sell and assign to each such demand to the Administrative AgentWorking Capital Lender, each Lender shall make, to the extent of its Commitment, an Advance in an amount equal to such Lender’s 's Pro Rata Share of the Issuing Bank’s such outstanding Letter of Credit Advance as of the date of such date in order to refinance the Issuing Bank’s Letter of Credit Advancepurchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank, by deposit to the Administrative Agent’s 's Account, in immediately available same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be made purchased by such Lender; provided, that, at any time prior to the date on which such written demand is made, the Borrowers shall be permitted to repay the full amount of such payment on same-day notice to the Administrative Agent and the Issuing Bank. Promptly after receipt of such paymentthereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrowers Borrower hereby agree agrees to each Letter of Credit Advancesuch sale and assignment. Each Working Capital Lender agrees to make purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor notice of the drawing under the related Letter of Credit is made given by the Issuing Bank, provided such notice of such demand is given not later than 10:00 A.M. 1:00 P.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if such notice of such demand is given after such time. Upon any such refinancing assignment by the Issuing Bank to any Working Capital Lender of a portion of the a Letter of Credit Advance made by the Issuing BankAdvance, the Issuing Bank represents and warrants to such Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Document Documents or any ObligorLoan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Letter of Credit Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft drawn under the any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of a Letter of Credit Advance, which shall be a Base Rate Advance, in the amount of such draft. In the Reimbursement Obligation relating to such draft as event of the date of such any drawing under a Letter of Credit Advance as specified by Credit, the Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Working Capital Lender and each Working Capital Lender shall purchase from time to time. Upon written demand by the Issuing Bank, with a copy of and the Issuing Bank shall sell and assign to each such demand to the Administrative AgentWorking Capital Lender, each Lender shall make, to the extent of its Commitment, an Advance in an amount equal to such Lender’s 's Pro Rata Share of the Issuing Bank’s such outstanding Letter of Credit Advance as of the date of such date in order to refinance the Issuing Bank’s Letter of Credit Advancepurchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank, by deposit to the Administrative Agent’s 's Account, in immediately available same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be made purchased by such Lender; provided, that, at any time prior to the date on which such written demand is made, the Borrowers shall be permitted to repay the full amount of such payment on same-day notice to the Administrative Agent and the Issuing Bank. Promptly after receipt of such paymentthereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrowers Borrower hereby agree agrees to each Letter of Credit Advancesuch sale and assignment. Each Working Capital Lender agrees to make purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor notice of the drawing under the related Letter of Credit is made given by the Issuing Bank, provided such notice of such demand is given not later than 10:00 A.M. 1:00 P.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if such notice of such demand is given after such time. Upon any such refinancing assignment by the Issuing Bank to any other Working Capital Lender of a portion of the a Letter of Credit Advance made by the Issuing BankAdvance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Document Documents or any ObligorLoan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Letter of Credit Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Drawing and Reimbursement. The payment by the Issuing Bank of a draft drawn under the any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of a Letter of Credit Advance, which shall be a Base Rate Advance, in the amount of such draft. In the Reimbursement Obligation relating to such draft as event of the date of such any drawing under a Letter of Credit Advance as specified by Credit, the Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Working Capital Lender and the Borrower and each Working Capital Lender shall purchase from time to time. Upon written demand by the Issuing Bank, with a copy of and the Issuing Bank shall sell and assign to each such demand to the Administrative AgentWorking Capital Lender, each Lender shall make, to the extent of its Commitment, an Advance in an amount equal to such Lender’s 's Pro Rata Share of the Issuing Bank’s such outstanding Letter of Credit Advance as of the date of such date in order to refinance the Issuing Bank’s Letter of Credit Advancepurchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank, by deposit to the Administrative Agent’s 's Account, in immediately available same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be made purchased by such Lender; provided, that, at any time prior to the date on which such written demand is made, the Borrowers shall be permitted to repay the full amount of such payment on same-day notice to the Administrative Agent and the Issuing Bank. Promptly after receipt of such paymentthereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrowers Borrower hereby agree agrees to each Letter of Credit Advancesuch sale and assignment. Each Working Capital Lender agrees to make purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor notice of the drawing under the related Letter of Credit is made given by the Issuing Bank, provided such notice of such demand is given not later than 10:00 A.M. 1:00 P.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if such notice of such demand is given after such time. Upon any such refinancing assignment by the Issuing Bank to any other Working Capital Lender of a portion of the a Letter of Credit Advance made by the Issuing BankAdvance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Document Documents or any ObligorLoan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Letter of Credit Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.