Common use of Draws and Demands for Payment Under Letters of Credit Clause in Contracts

Draws and Demands for Payment Under Letters of Credit. (a) Borrower and each applicable Account Party agree to pay to the Agent for the account of the Issuing Lender, on the day on which the Issuing Lender shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Issuing Lender in respect of such draft or other demand under such Letter of Credit and all reasonable expenses paid or incurred by the Issuing Lender relative thereto. Unless Borrower or the applicable Account Party shall have made such payment to the Agent for the account of the Issuing Lender on such day, upon each such payment by the Issuing Lender, (i) in the case of Standby Letters of Credit: the Agent shall be deemed to have disbursed to Borrower or the applicable Account Party, and Borrower or the applicable Account Party shall be deemed to have elected to substitute for its Reimbursement Obligation, in the case of Standby Letters of Credit, a Prime-based Advance of the Revolving Credit with an Interest Period commencing three (3) business Days following the date of Issuing Lender’s payment pursuant to the applicable Letter of Credit, of one month (or, if unavailable, such other Interest Period as selected by Agent in its sole discretion), in each case from the Revolving Credit Lenders in an amount equal to the amount so paid by the Issuing Lender in respect of such draft or other demand under such Letter of Credit; and (ii) in the case of Documentary Letters of Credit: Borrower or the applicable Account Party shall be deemed to have elected to substitute for its Reimbursement Obligation, in the case of Documentary Letters of Credit, (x) a Prime-based Advance of the Swing Line or (y) a Eurocurrency-based Advance of the Swing Line with an Interest Period commencing on the Business Days following the date of Issuing Lender’s payment pursuant to the applicable Letter of Credit, of one (1) month (or, if unavailable, such lesser number of days as selected by the Swing Line Revolving Credit Lender in its sole discretion), in each case from the Swing Line Revolving Credit Lender in an amount equal to the amount so paid by the Issuing Lender in respect of such draft or other demand under such Letter of Credit. In either case, any such Advance shall be disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Advance set forth in Article 2 hereof, and, to the extent of the Advance so disbursed, the Reimbursement Obligation of Borrower or the applicable Account Party to the Agent under this Section 3.6 shall (unless, taking into account any such deemed Advances, the aggregate outstanding principal amount of Advances of the Revolving Credit and the Swing Line on such date exceed the then applicable Revolving Credit Aggregate Commitment) be deemed satisfied, provided that, with respect to any such Eurocurrency-based Advance of the Revolving Credit deemed to have been made hereunder, the Borrower shall also be obligated to pay to the Agent, for Issuing Lender’s sole account, interest on the aggregate amount paid by the Issuing Lender under the applicable draft or other demand for payment at Issuing Lender’s aggregate marginal cost (including the cost of maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Issuing Lender as a result of such failure to deliver funds hereunder) of carrying such amount plus the Applicable Margin then in effect for Eurocurrency-based Advances, from the date of Issuing Lender’s payment pursuant to any Letter of Credit to the date of the commencement of the Interest Period for the applicable Eurocurrency-based Advance deemed to have been made, as aforesaid, such interest (the “Gap Interest”) to be due and payable on the last day of the initial Interest Period established for such deemed Advance. (b) If the Issuing Lender shall honor a draft or other demand for payment presented or made under any Letter of Credit, the Issuing Lender shall provide notice thereof to Borrower and the applicable Account Party on the date such draft or demand is honored, and, to each Revolving Credit Lender on such date unless Borrower or applicable Account Party shall have satisfied its Reimbursement Obligation under Section 3.6(a) hereof by payment to the Agent on such date. The Issuing Lender shall further use reasonable efforts to provide notice to Borrower or applicable Account Party prior to honoring any such draft or other demand for payment, but such notice, or the failure to provide such notice, shall not affect the rights or obligations of the Issuing Lender with respect to any Letter of Credit or the rights and obligations of the parties hereto, including without limitation the obligations of Borrower or applicable Account Party under Section 3.6(a) hereof. (c) Upon issuance by the Issuing Lender of each Letter of Credit hereunder, each Revolving Credit Lender shall automatically acquire a pro rata risk participation interest in such Letter of Credit and related Letter of Credit Payment based on its respective Revolving Credit Percentage, and (i) on the date a draft or demand under any Standby Letter of Credit is honored, each Revolving Credit Lender shall make its Revolving Credit Percentage share of the amount paid by the Issuing Lender, and not reimbursed by Borrower or the applicable Account Party, by payment to the Agent on such day, available in immediately available funds at the principal office of the Agent for the account of the Issuing Lender and (ii) on the date a draft or demand under any Documentary Letter of Credit is honored and not reimbursed by Borrower or the applicable Account Party, the Swing Line Lender shall be deemed to have made an Advance of the Swing Line, as aforesaid, and each Revolving Credit Lender shall make its Revolving Credit Percentage Share of such unreimbursed amount, by payment to the Agent (for the account of the Issuing Lender) on such day, available in immediately available funds at the principal office of the Agent for the account of the Issuing Lender as an Advance of the Revolving Credit or purchase of a participation interest in a Refunded Swing Line Advance pursuant to Section 2.5(d) hereof or otherwise. Notwithstanding the foregoing, however, no Revolving Credit Lender shall acquire a pro rata risk participation in a Letter of Credit or related Letter of Credit Payment if the Issuing Lender was notified prior to the issuance thereof that the Agent had received written notice from a Revolving Credit Lender specifically stating that such Revolving Credit Lender believed that one or more of the conditions precedent to the issuance of Letters of Credit were not be satisfied and, in fact, such conditions precedent were not satisfied at the time of the issuance of such Letter of Credit; provided, however that each Revolving Credit Lender shall acquire a pro rata risk participation in such Letter of Credit and the related Letter of Credit Payment upon the earlier to occur of (x) the date on which the Revolving Credit Lender notifies the Agent that such prior notice is withdrawn and (y) the date on which all conditions precedent to the issuing of such Letter of Credit have been satisfied (or waived by the Majority Revolving Credit Lenders or all Revolving Credit Lenders, as applicable). In the case of clause (i) or clause (ii) above, if and to the extent such Revolving Credit Lender shall not have made such amount available to the Agent, then each such Revolving Credit Lender or the Swing Line Revolving Credit Lender, as the case may be, and Borrower agrees to pay to the Issuing Lender forthwith on demand such amount together with interest thereon, for each day from the date such amount was paid by the Issuing Lender until such amount is so made available to the Agent for the account of the Issuing Lender at a per annum rate equal to the interest rate applicable during such period to the related Advance disbursed under Section 3.6(a) in respect of the Reimbursement Obligation of Borrower or the applicable Account Party. If such Revolving Credit Lender shall pay such amount to the Agent for the account of the Issuing Lender together with such interest, such amount so paid shall constitute an Advance of the Revolving Credit (in the case of Standby Letters of Credit under clause (i) above) or an Advance of the Swing Line (in the case of Documentary Letters of Credit under clause (ii) above, which refund shall be refunded by an Advance of the Revolving Credit), as the case may be, by such Revolving Credit Lender disbursed in respect of the Reimbursement Obligation of Borrower under Section 3.6(a) for purposes of this Agreement, effective as of the date such amount was paid by the Issuing Lender. The failure of any Revolving Credit Lender to make its pro rata portion of any such amount paid by the Issuing Lender available under clause (i) above to the Agent for the account of the Issuing Lender shall not relieve any other Revolving Credit Lender of its obligation to make available its pro rata portion of such amount, but no Revolving Credit Lender shall be responsible for failure of any other Revolving Credit Lender to make such pro rata portion available to the Agent for the account Issuing Lender. Furthermore, in the event of the failure by the Borrower to pay the Gap Interest required under the proviso to Section 3.6(a) hereof, each of the Revolving Credit Lenders shall pay to Agent for the account of Issuing Lender, within one Business Day following receipt from Agent of written request thereof, its pro rata portion of said Gap Interest, excluding any portion thereof attributable to the Applicable Margin. (d) Nothing in this Agreement shall be construed to require or authorize any Lender to issue any Letter of Credit, it being recognized that the Issuing Lender shall be the sole issuer of Letters of Credit under this Agreement.

Draws and Demands for Payment Under Letters of Credit. (a) Borrower Packaging and each applicable Account Party agree to pay to the Agent for the account of the Issuing Lender, on the day on which the Issuing Lender shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Issuing Lender in respect of such draft or other demand under such Letter of Credit and all reasonable expenses paid or incurred by the Issuing Lender relative thereto. Unless Borrower Packaging or the applicable Account Party shall have made such payment to the Agent for the account of the Issuing Lender on such day, upon each such payment by the Issuing Lender, (i) in the case of Standby Letters of Credit: , the Agent shall be deemed to have disbursed to Borrower Packaging or the applicable Account Party, and Borrower Packaging or the applicable Account Party shall be deemed to have elected to substitute for its Reimbursement Obligation, in the case of Standby Letters of Credit, a Prime-based Advance of the Revolving Credit with an Interest Period commencing three (3) business Days following the date of Issuing Lender’s payment pursuant to the applicable Letter of Credit, of one month (or, if unavailable, such other Interest Period as selected by Agent in its sole discretion), in each case from the Revolving Credit Lenders in an amount equal to the amount so paid by the Issuing Lender in respect of such draft or other demand under such Letter of Credit; and (ii) in the case of Documentary Letters of Credit: Borrower or the applicable Account Party shall be deemed to have elected to substitute for its Reimbursement Obligation, in the case of Documentary Letters of Credit, (x) a Prime-based Advance of the Swing Line or (y) a Eurocurrency-based Advance of the Swing Line with an Interest Period commencing on the Business Days following the date of Issuing Lender’s payment pursuant to the applicable Letter of Credit, of one (1) month (or, if unavailable, such lesser number of days as selected by the Swing Line Revolving Credit Lender in its sole discretion), in each case from the Swing Line Revolving Credit Lender in an amount equal to the amount so paid by the Issuing Lender in respect of such draft or other demand under such Letter of Credit. In either case, any such Such Advance shall be disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Advance set forth in Article 2 hereof, and, to the extent of the Advance so disbursed, the Reimbursement Obligation of Borrower Packaging or the applicable Account Party to the Agent under this Section 3.6 shall (unless, taking into account any such deemed Advances, the amount of the aggregate outstanding principal amount of Advances of the Revolving Credit and the Swing Line on such date exceed the then applicable Revolving Credit Aggregate CommitmentCommitment minus the Letter of Credit Maximum Amount) be deemed satisfied, provided that, with respect to any such Eurocurrency-based Advance of the Revolving Credit deemed to have been made hereunder, the Borrower shall also be obligated to pay to the Agent, for Issuing Lender’s sole account, interest on the aggregate amount paid by the Issuing Lender under the applicable draft or other demand for payment at Issuing Lender’s aggregate marginal cost (including the cost of maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Issuing Lender as a result of such failure to deliver funds hereunder) of carrying such amount plus the Applicable Margin then in effect for Eurocurrency-based Advances, from the date of Issuing Lender’s payment pursuant to any Letter of Credit to the date of the commencement of the Interest Period for the applicable Eurocurrency-based Advance deemed to have been made, as aforesaid, such interest (the “Gap Interest”) to be due and payable on the last day of the initial Interest Period established for such deemed Advance. (b) If the Issuing Lender shall honor a draft or other demand for payment presented or made under any Letter of Credit, the Issuing Lender shall provide notice thereof to Borrower Packaging and the applicable Account Party on the date such draft or demand is honored, and, to each Revolving Credit Lender on such date unless Borrower Holdings or applicable Account Party shall have satisfied its Reimbursement Obligation under Section 3.6(a) hereof by payment to the Agent on such date. The Issuing Lender shall further use reasonable efforts to provide notice to Borrower Packaging or applicable Account Party prior to honoring any such draft or other demand for payment, but such notice, or the failure to provide such notice, shall not affect the rights or obligations of the Issuing Lender with respect to any Letter of Credit or the rights and obligations of the parties hereto, including without limitation the obligations of Borrower Packaging or the applicable Account Party under Section 3.6(a) hereof. (c) Upon issuance by the Issuing Lender of each Letter of Credit hereunder, each Revolving Credit Lender shall automatically acquire a pro rata risk participation interest in such Letter of Credit and each related Letter of Credit Payment based on its respective Revolving Credit Percentage. Each Lender, and (i) on the date a draft or demand under any Standby Letter of Credit is honoredhonored (or the next succeeding Business Day if the notice required to be given by Agent to the Lenders under Section 3.6(b) hereof is not given to the Lenders prior to 2:00 p.m. (Detroit time) on such date of draft or demand), each Revolving Credit Lender shall make its Revolving Credit Percentage share of the amount paid by the Issuing Lender, and not reimbursed by Borrower Packaging or the applicable Account Party, by payment to the Agent Party on such day, available in immediately available funds at the principal office of the Agent for the account of the Issuing Lender and (ii) on the date a draft or demand under any Documentary Letter of Credit is honored and not reimbursed by Borrower or the applicable Account Party, the Swing Line Lender shall be deemed to have made an Advance of the Swing Line, as aforesaid, and each Revolving Credit Lender shall make its Revolving Credit Percentage Share of such unreimbursed amount, by payment to the Agent (for the account of the Issuing Lender) on such day, available in immediately available funds at the principal office of the Agent for the account of the Issuing Lender as an Advance of the Revolving Credit or purchase of a participation interest in a Refunded Swing Line Advance pursuant to Section 2.5(d) hereof or otherwise. Notwithstanding the foregoing, however, no Revolving Credit Lender shall acquire a pro rata risk participation in a Letter of Credit or related Letter of Credit Payment if the Issuing Lender was notified prior to the issuance thereof that the Agent had received written notice from a Revolving Credit Lender specifically stating that such Revolving Credit Lender believed that one or more of the conditions precedent to the issuance of Letters of Credit were not be satisfied and, in fact, such conditions precedent were not satisfied at the time of the issuance of such Letter of Credit; provided, however that each Revolving Credit Lender shall acquire a pro rata risk participation in such Letter of Credit and the related Letter of Credit Payment upon the earlier to occur of (x) the date on which the Revolving Credit Lender notifies the Agent that such prior notice is withdrawn and (y) the date on which all conditions precedent to the issuing of such Letter of Credit have been satisfied (or waived by the Majority Revolving Credit Lenders or all Revolving Credit Lenders, as applicable). In the case of clause (i) or clause (ii) above, if If and to the extent such Revolving Credit Lender shall not have made such amount pro rata portion available to the Agent, then each such Revolving Credit Lender or Bank, Packaging and the Swing Line Revolving Credit Lender, as the case may be, and Borrower agrees applicable Account Party severally agree to pay to the Issuing Lender forthwith on demand such amount together with interest thereon, for each day from the date such amount was paid by the Issuing Lender until such amount is so made available to the Agent for the account of the Issuing Lender at a per annum rate equal to the interest rate applicable during such period to the related Advance deemed to have been disbursed under Section 3.6(a) in respect of the Reimbursement Obligation reimbursement obligation of Borrower or Holdings and the applicable Account Party, as set forth in Section 2.4(c)(i) or 2.4(c)(ii) hereof, as the case may be. If such Revolving Credit Lender shall pay such amount to the Agent for the account of the Issuing Lender together with such interest, such amount so paid shall be deemed to constitute an Advance of the Revolving Credit (in the case of Standby Letters of Credit under clause (i) above) or an Advance of the Swing Line (in the case of Documentary Letters of Credit under clause (ii) above, which refund shall be refunded by an Advance of the Revolving Credit), as the case may be, by such Revolving Credit Lender disbursed in respect of the Reimbursement Obligation reimbursement obligation of Borrower Packaging or the applicable Account Party under Section 3.6(a) hereof for purposes of this Agreement, effective as of the date such amount was paid by the Issuing Lenderdates applicable under said Section 3.6(a). The failure of any Revolving Credit Lender to make its pro rata portion of any such amount paid by the Issuing Lender available under clause (i) above to the Agent for the account of the Issuing Lender shall not relieve any other Revolving Credit Lender of its obligation to make available its pro rata portion of such amount, but no Revolving Credit Lender shall be responsible for failure of any other Revolving Credit Lender to make such pro rata portion available to the Agent for the account Issuing Lender. Furthermore, in the event of the failure by the Borrower to pay the Gap Interest required under the proviso to Section 3.6(a) hereof, each of the Revolving Credit Lenders shall pay to Agent for the account of Issuing Lender, within one Business Day following receipt from Agent of written request thereof, its pro rata portion of said Gap Interest, excluding any portion thereof attributable to the Applicable Margin. (d) Nothing in this Agreement shall be construed to require or authorize any Lender to issue any Letter of Credit, it being recognized that the Issuing Lender shall be the sole issuer of Letters of Credit under this Agreement.

Draws and Demands for Payment Under Letters of Credit. (a) Borrower The Company and each applicable Account Party agree to pay to the Agent for the account of the Issuing LenderBank, on the day on which the Issuing Lender Bank shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Issuing Lender Bank in respect of such draft or other demand under such Letter of Credit and all reasonable expenses paid or incurred by the Issuing Lender Bank relative thereto. Unless Borrower the Company or the applicable Account Party shall have made such payment to the Agent for the account of the Issuing Lender Bank on such day, upon each such payment by the Issuing Lender, (i) in the case of Standby Letters of Credit: Bank, the Agent shall be deemed to have disbursed to Borrower or the applicable Account PartyCompany, and Borrower or the applicable Account Party Company shall be deemed to have elected to substitute for its Reimbursement Obligation, in the case of Standby Letters of Credit, a Prime-based Advance of the Revolving Credit with an Interest Period commencing three (3) business Days following the date of Issuing Lender’s payment pursuant to the applicable Letter of Credit, of one month (or, if unavailable, such other Interest Period as selected by Agent in its sole discretion), in each case from the Revolving Credit Lenders Banks in an amount equal to the amount so paid by the Issuing Lender in respect of such draft or other demand under such Letter of Credit; and (ii) in the case of Documentary Letters of Credit: Borrower or the applicable Account Party shall be deemed to have elected to substitute for its Reimbursement Obligation, in the case of Documentary Letters of Credit, (x) a Prime-based Advance of the Swing Line or (y) a Eurocurrency-based Advance of the Swing Line with an Interest Period commencing on the Business Days following the date of Issuing Lender’s payment pursuant to the applicable Letter of Credit, of one (1) month (or, if unavailable, such lesser number of days as selected by the Swing Line Revolving Credit Lender in its sole discretion), in each case from the Swing Line Revolving Credit Lender in an amount equal to the amount so paid by the Issuing Lender Bank in respect of such draft or other demand under such Letter of Credit. In either case, any such Such Prime-based Advance shall be disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Advance set forth in Article 2 hereof, hereof and, to the extent of the Prime-based Advance so disbursed, the Reimbursement Obligation of Borrower the Company or the applicable Account Party to the Agent under this Section 3.6 shall (unless, taking into account any such deemed Advances, the aggregate outstanding principal amount of Advances of the Revolving Credit and the Swing Line on such date exceed the then applicable Revolving Credit Aggregate Commitment) be deemed satisfied, provided that, with respect to any such Eurocurrency-based Advance of the Revolving Credit deemed to have been made hereunder, the Borrower shall also be obligated to pay to the Agent, for Issuing Lender’s sole account, interest on the aggregate amount paid by the Issuing Lender under the applicable draft or other demand for payment at Issuing Lender’s aggregate marginal cost (including the cost of maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Issuing Lender as a result of such failure to deliver funds hereunder) of carrying such amount plus the Applicable Margin then in effect for Eurocurrency-based Advances, from the date of Issuing Lender’s payment pursuant to any Letter of Credit to the date of the commencement of the Interest Period for the applicable Eurocurrency-based Advance deemed to have been made, as aforesaid, such interest (the “Gap Interest”) to be due and payable on the last day of the initial Interest Period established for such deemed Advance. (b) If the Issuing Lender Bank shall honor a draft or other demand for payment presented or made under any Letter of Credit, the Issuing Lender Bank shall provide notice thereof to Borrower the Company and the applicable Account Party on the date such draft or demand is honored, and, and to each Revolving Credit Lender Bank on such date unless Borrower the Company or applicable Account Party shall have satisfied its Reimbursement Obligation under Section 3.6(a) hereof by payment to the Agent on such date. The Issuing Lender Bank shall further use reasonable efforts to provide notice to Borrower the Company or applicable Account Party prior to honoring any such draft or other demand for payment, but such notice, or the failure to provide such notice, shall not affect the rights or obligations of the Issuing Lender Bank with respect to any Letter of Credit or the rights and obligations of the parties hereto, including without limitation the obligations of Borrower the Company or applicable Account Party under Section 3.6(a) hereof. (c) Upon issuance by the Issuing Lender Bank of each Letter of Credit hereunder, each Revolving Credit Lender Bank shall automatically acquire a pro rata risk participation interest in such Letter of Credit and related Letter of Credit Payment based on its respective Percentage. Each Revolving Credit PercentageBank, and (i) on the date a draft or demand under any Standby Letter of Credit is honored, each Revolving Credit Lender shall make its Revolving Credit Percentage share of the amount paid by the Issuing LenderBank, and not reimbursed by Borrower the Company or the applicable Account Party, Party by payment to the Agent on such day, available in immediately available funds at the principal office of the Agent for the account of the Issuing Lender and (ii) on the date a draft or demand under any Documentary Letter of Credit is honored and not reimbursed by Borrower or the applicable Account Party, the Swing Line Lender shall be deemed to have made an Advance of the Swing Line, as aforesaid, and each Revolving Credit Lender shall make its Revolving Credit Percentage Share of such unreimbursed amount, by payment to the Agent (for the account of the Issuing Lender) on such day, available in immediately available funds at the principal office of the Agent for the account of the Issuing Lender as an Advance of the Revolving Credit or purchase of a participation interest in a Refunded Swing Line Advance pursuant to Section 2.5(d) hereof or otherwiseBank. Notwithstanding the foregoing, however, no Revolving Credit Lender shall acquire a pro rata risk participation in a Letter of Credit or related Letter of Credit Payment if the Issuing Lender was notified prior to the issuance thereof that the Agent had received written notice from a Revolving Credit Lender specifically stating that such Revolving Credit Lender believed that one or more of the conditions precedent to the issuance of Letters of Credit were not be satisfied and, in fact, such conditions precedent were not satisfied at the time of the issuance of such Letter of Credit; provided, however that each Revolving Credit Lender shall acquire a pro rata risk participation in such Letter of Credit and the related Letter of Credit Payment upon the earlier to occur of (x) the date on which the Revolving Credit Lender notifies the Agent that such prior notice is withdrawn and (y) the date on which all conditions precedent to the issuing of such Letter of Credit have been satisfied (or waived by the Majority Revolving Credit Lenders or all Revolving Credit Lenders, as applicable). In the case of clause (i) or clause (ii) above, if If and to the extent such Revolving Credit Lender Bank shall not have made such amount pro rata portion available to the Agent, then each such Revolving Credit Lender or Bank, the Swing Line Revolving Credit Lender, as Company and the case may be, and Borrower agrees applicable Account Party severally agree to pay to the Issuing Lender Bank forthwith on demand such amount together with interest thereon, for each day from the date such amount was paid by the Issuing Lender Bank until such amount is so made available to the Agent for the account of the Issuing Lender Bank at a per annum rate equal to the interest rate applicable during such period to the related Advance disbursed under Section 3.6(a) in respect of the Reimbursement Obligation of Borrower or the Company and the applicable Account Party. If such Revolving Credit Lender Bank shall pay such amount to the Agent for the account of the Issuing Lender Bank together with such interest, such amount so paid shall constitute an a Primebased Advance of the Revolving Credit (in the case of Standby Letters of Credit under clause (i) above) or an Advance of the Swing Line (in the case of Documentary Letters of Credit under clause (ii) above, which refund shall be refunded by an Advance of the Revolving Credit), as the case may be, by such Revolving Credit Lender Bank disbursed in respect of the Reimbursement Obligation of Borrower the Company or applicable Account Party under Section 3.6(a) for purposes of this Agreement, effective as of the date such amount was paid by the Issuing LenderBank. The failure of any Revolving Credit Lender Bank to make its pro rata portion of any such amount paid by the Issuing Lender Bank available under clause (i) above to the Agent for the account of the Issuing Lender Bank shall not relieve any other Revolving Credit Lender Bank of its obligation to make available its pro rata portion of such amount, but no Revolving Credit Lender Bank shall be responsible for failure of any other Revolving Credit Lender Bank to make such pro rata portion available to the Agent for the account Issuing Lender. Furthermore, in the event of the failure by the Borrower to pay the Gap Interest required under the proviso to Section 3.6(a) hereof, each of the Revolving Credit Lenders shall pay to Agent for the account of Issuing Lender, within one Business Day following receipt from Agent of written request thereof, its pro rata portion of said Gap Interest, excluding any portion thereof attributable to the Applicable MarginBank. (d) Nothing in this Agreement shall be construed to require or authorize any Lender Bank other than the Issuing Bank to issue any Letter of Credit, it being recognized that the Issuing Lender Bank shall be the sole issuer of Letters of Credit under this Agreement.

Draws and Demands for Payment Under Letters of Credit. (a) Borrower The Company and each applicable Account Party agree to pay to the Agent for the account of the Issuing LenderBank, on the day on which the Issuing Lender Bank shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Issuing Lender Bank in respect of such draft or other demand under such Letter of Credit and all reasonable expenses paid or incurred by the Issuing Lender Bank relative thereto. Unless Borrower the Company or the applicable Account Party shall have made such payment to the Agent for the account of the Issuing Lender Bank on such day, upon each such payment by the Issuing Lender, (i) in the case of Standby Letters of Credit: Bank, the Agent shall be deemed to have disbursed to Borrower or the applicable Account PartyCompany, and Borrower or the applicable Account Party Company shall be deemed to have elected to substitute for its Reimbursement Obligation, in the case of Standby Letters of Credit, a Prime-based Advance of the Revolving Credit with an Interest Period commencing three (3) business Days following the date of Issuing Lender’s payment pursuant to the applicable Letter of Credit, of one month (or, if unavailable, such other Interest Period as selected by Agent in its sole discretion), in each case from the Revolving Credit Lenders Banks in an amount equal to the amount so paid by the Issuing Lender in respect of such draft or other demand under such Letter of Credit; and (ii) in the case of Documentary Letters of Credit: Borrower or the applicable Account Party shall be deemed to have elected to substitute for its Reimbursement Obligation, in the case of Documentary Letters of Credit, (x) a Prime-based Advance of the Swing Line or (y) a Eurocurrency-based Advance of the Swing Line with an Interest Period commencing on the Business Days following the date of Issuing Lender’s payment pursuant to the applicable Letter of Credit, of one (1) month (or, if unavailable, such lesser number of days as selected by the Swing Line Revolving Credit Lender in its sole discretion), in each case from the Swing Line Revolving Credit Lender in an amount equal to the amount so paid by the Issuing Lender Bank in respect of such draft or other demand under such Letter of Credit. In either case, any such Such Prime-based Advance shall be disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Advance set forth in Article 2 hereof, hereof and, to the extent of the Prime-based Advance so disbursed, the Reimbursement Obligation of Borrower the Company or the applicable Account Party to the Agent under this Section 3.6 shall (unless, taking into account any such deemed Advances, the aggregate outstanding principal amount of Advances of the Revolving Credit and the Swing Line on such date exceed the then applicable Revolving Credit Aggregate Commitment) be deemed satisfied, provided that, with respect to any such Eurocurrency-based Advance of the Revolving Credit deemed to have been made hereunder, the Borrower shall also be obligated to pay to the Agent, for Issuing Lender’s sole account, interest on the aggregate amount paid by the Issuing Lender under the applicable draft or other demand for payment at Issuing Lender’s aggregate marginal cost (including the cost of maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Issuing Lender as a result of such failure to deliver funds hereunder) of carrying such amount plus the Applicable Margin then in effect for Eurocurrency-based Advances, from the date of Issuing Lender’s payment pursuant to any Letter of Credit to the date of the commencement of the Interest Period for the applicable Eurocurrency-based Advance deemed to have been made, as aforesaid, such interest (the “Gap Interest”) to be due and payable on the last day of the initial Interest Period established for such deemed Advance. (b) If the Issuing Lender Bank shall honor a draft or other demand for payment presented or made under any Letter of Credit, the Issuing Lender Bank shall provide notice thereof to Borrower the Company and the applicable Account Party on the date such draft or demand is honored, and, and to each Revolving Credit Lender Bank on such date unless Borrower the Company or applicable Account Party shall have satisfied its Reimbursement Obligation under Section 3.6(a) hereof by payment to the Agent on such date. The Issuing Lender Bank shall further use reasonable efforts to provide notice to Borrower the Company or applicable Account Party prior to honoring any such draft or other demand for payment, but such notice, or the failure to provide such notice, shall not affect the rights or obligations of the Issuing Lender Bank with respect to any Letter of Credit or the rights and obligations of the parties hereto, including without limitation the obligations of Borrower the Company or applicable Account Party under Section 3.6(a) hereof. (c) Upon issuance by the Issuing Lender Bank of each Letter of Credit hereunder, each Revolving Credit Lender Bank shall automatically acquire a pro rata risk participation interest in such Letter of Credit and related Letter of Credit Payment based on its respective Percentage. Each Revolving Credit PercentageBank, and (i) on the date a draft or demand under any Standby Letter of Credit is honored, each Revolving Credit Lender shall make its Revolving Credit Percentage share of the amount paid by the Issuing LenderBank, and not reimbursed by Borrower the Company or the applicable Account Party, Party by payment to the Agent on such day, available in immediately available funds at the principal office of the Agent for the account of the Issuing Lender Bank. If and (ii) on to the date a draft or demand under any Documentary Letter of Credit is honored extent such Bank shall not have made such pro rata portion available to the Agent, such Bank, the Company and not reimbursed by Borrower or the applicable Account Party, the Swing Line Lender shall be deemed Party severally agree to have made an Advance of the Swing Line, as aforesaid, and each Revolving Credit Lender shall make its Revolving Credit Percentage Share of such unreimbursed amount, by payment pay to the Agent (Issuing Bank forthwith on demand such amount together with interest thereon, for each day from the account of date such amount was paid by the Issuing Lender) on Bank until such day, amount is so made available in immediately available funds at the principal office of to the Agent for the account of the Issuing Lender as an Bank at a per annum rate equal to the interest rate applicable during such period to the related Advance disbursed under Section 3.6(a) in respect of the Reimbursement Obligation of the Company and the applicable Account Party. If such Bank shall pay such amount to the Agent for the account of the Issuing Bank together with such interest, such amount so paid shall constitute a Prime-based Advance by such Bank disbursed in respect of the Reimbursement Obligation of the Company or applicable Account Party under Section 3.6(a) for purposes of this Agreement, effective as of the date such amount was paid by the Issuing Bank. The failure of any Revolving Credit or purchase Bank to make its pro rata portion of a participation interest in a Refunded Swing Line Advance pursuant any such amount paid by the Issuing Bank available to Section 2.5(d) hereof or otherwisethe Agent for the account of the Issuing Bank shall not relieve any other Revolving Credit Bank of its obligation to make available its pro rata portion of such amount, but no Bank shall be responsible for failure of any other Bank to make such pro rata portion available to the Agent for the account Issuing Bank. Notwithstanding the foregoing, foregoing however, no Revolving Credit Lender Bank shall acquire a pro rata risk participation in a Letter of Credit or related Letter of Credit Payment if the Issuing Lender Bank was notified prior to the issuance thereof that the Agent had received written notice from a Revolving Credit Lender Bank specifically stating that such Revolving Credit Lender Bank believed that one or more of the conditions precedent to the issuance of Letters of Credit were not be satisfied and, in fact, such conditions precedent were not satisfied at the time of the issuance of such Letter of Credit; provided, however that each Revolving Credit Lender Bank shall acquire a pro rata risk participation in such Letter of Credit and the related Letter of Credit Payment upon the earlier to of occur of (x) the date on which the Revolving Credit Lender Bank notifies the Agent that such prior notice is withdrawn and (y) the date on which all conditions precedent to the issuing of such Letter of Credit have been satisfied (or waived by the Majority Revolving Credit Lenders Banks or all Revolving Credit LendersBanks, as applicable). In the case of clause (i) or clause (ii) above, if and to the extent such Revolving Credit Lender shall not have made such amount available to the Agent, then each such Revolving Credit Lender or the Swing Line Revolving Credit Lender, as the case may be, and Borrower agrees to pay to the Issuing Lender forthwith on demand such amount together with interest thereon, for each day from the date such amount was paid by the Issuing Lender until such amount is so made available to the Agent for the account of the Issuing Lender at a per annum rate equal to the interest rate applicable during such period to the related Advance disbursed under Section 3.6(a) in respect of the Reimbursement Obligation of Borrower or the applicable Account Party. If such Revolving Credit Lender shall pay such amount to the Agent for the account of the Issuing Lender together with such interest, such amount so paid shall constitute an Advance of the Revolving Credit (in the case of Standby Letters of Credit under clause (i) above) or an Advance of the Swing Line (in the case of Documentary Letters of Credit under clause (ii) above, which refund shall be refunded by an Advance of the Revolving Credit), as the case may be, by such Revolving Credit Lender disbursed in respect of the Reimbursement Obligation of Borrower under Section 3.6(a) for purposes of this Agreement, effective as of the date such amount was paid by the Issuing Lender. The failure of any Revolving Credit Lender to make its pro rata portion of any such amount paid by the Issuing Lender available under clause (i) above to the Agent for the account of the Issuing Lender shall not relieve any other Revolving Credit Lender of its obligation to make available its pro rata portion of such amount, but no Revolving Credit Lender shall be responsible for failure of any other Revolving Credit Lender to make such pro rata portion available to the Agent for the account Issuing Lender. Furthermore, in the event of the failure by the Borrower to pay the Gap Interest required under the proviso to Section 3.6(a) hereof, each of the Revolving Credit Lenders shall pay to Agent for the account of Issuing Lender, within one Business Day following receipt from Agent of written request thereof, its pro rata portion of said Gap Interest, excluding any portion thereof attributable to the Applicable Margin. (d) Nothing in this Agreement shall be construed to require or authorize any Lender Bank other than the Issuing Bank to issue any Letter of Credit, it being recognized that the Issuing Lender Bank shall be the sole issuer of Letters of Credit under this Agreement.

Draws and Demands for Payment Under Letters of Credit. (a) Borrower and each applicable Account Party agree The Company agrees to pay to the Agent for the account of the Issuing LenderAgent, on the day on which the Issuing Lender Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Issuing Lender Agent in respect of such draft or other demand under such Letter of Credit and all reasonable expenses paid or incurred by the Issuing Lender Agent relative thereto. Unless Borrower or the applicable Account Party Company shall have made such payment to the Agent for the account of the Issuing Lender on such day, upon each such payment by the Issuing Lender, (i) in the case of Standby Letters of Credit: Agent, the Agent shall be deemed to have disbursed to Borrower or the applicable Account PartyCompany, and Borrower or the applicable Account Party Company shall be deemed to have elected to substitute for its Reimbursement Obligation, in the case of Standby Letters of Creditreimbursement obligation, a Prime-based Advance of the Revolving Credit with an Interest Period commencing three (3) business Days following the date of Issuing Lender’s payment pursuant to the applicable Letter of Credit, of one month (or, if unavailable, such other Interest Period as selected by Agent in its sole discretion), in each case from the Revolving Credit Lenders Banks in an amount equal to the amount so paid by the Issuing Lender in respect of such draft or other demand under such Letter of Credit; and (ii) in the case of Documentary Letters of Credit: Borrower or the applicable Account Party shall be deemed to have elected to substitute for its Reimbursement Obligation, in the case of Documentary Letters of Credit, (x) a Prime-based Advance of the Swing Line or (y) a Eurocurrency-based Advance of the Swing Line with an Interest Period commencing on the Business Days following the date of Issuing Lender’s payment pursuant to the applicable Letter of Credit, of one (1) month (or, if unavailable, such lesser number of days as selected by the Swing Line Revolving Credit Lender in its sole discretion), in each case from the Swing Line Revolving Credit Lender in an amount equal to the amount so paid by the Issuing Lender Agent in respect of such draft or other demand under such Letter of Credit. In either case, any such Such Prime-based Advance shall be disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Advance set forth in Article 2 hereof, hereof and, to the extent of the Prime-based Advance so disbursed, the Reimbursement Obligation reimbursement obligation of Borrower or the applicable Account Party Company to the Agent under this Section 3.6 shall (unless, taking into account any such deemed Advances, the aggregate outstanding principal amount of Advances of the Revolving Credit and the Swing Line on such date exceed the then applicable Revolving Credit Aggregate Commitment) be deemed satisfied, provided that, with respect to any such Eurocurrency-based Advance of the Revolving Credit deemed to have been made hereunder, the Borrower shall also be obligated to pay to the Agent, for Issuing Lender’s sole account, interest on the aggregate amount paid by the Issuing Lender under the applicable draft or other demand for payment at Issuing Lender’s aggregate marginal cost (including the cost of maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Issuing Lender as a result of such failure to deliver funds hereunder) of carrying such amount plus the Applicable Margin then in effect for Eurocurrency-based Advances, from the date of Issuing Lender’s payment pursuant to any Letter of Credit to the date of the commencement of the Interest Period for the applicable Eurocurrency-based Advance deemed to have been made, as aforesaid, such interest (the “Gap Interest”) to be due and payable on the last day of the initial Interest Period established for such deemed Advance. (b) If the Issuing Lender Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, the Issuing Lender Agent shall provide notice thereof to Borrower and the applicable Account Party Company on the date such draft or demand is honored, and, and to each Revolving Credit Lender Bank on such date unless Borrower or applicable Account Party the Company shall have satisfied its Reimbursement Obligation reimbursement obligation under Section 3.6(a) hereof by payment to the Agent on such date. The Issuing Lender Agent shall further use reasonable efforts to provide notice to Borrower or applicable Account Party the Company prior to honoring any such draft or other demand for payment, but such notice, or the failure to provide such notice, shall not affect the rights or obligations of the Issuing Lender Agent with respect to any Letter of Credit or the rights and obligations of the parties hereto, including without limitation the obligations of Borrower or applicable Account Party the Company under Section 3.6(a) hereof. (c) Upon issuance by the Issuing Lender Agent of each Letter of Credit hereunder, each Revolving Credit Lender Bank shall automatically acquire a pro rata risk participation interest in such Letter of Credit and related Letter of Credit Payment based on its respective Percentage. Each Revolving Credit PercentageBank, and (i) on the date a draft or demand under any Standby Letter of Credit is honored, each Revolving Credit Lender shall make its Revolving Credit Percentage share of the amount paid by the Issuing LenderAgent, and not reimbursed by Borrower or the applicable Account Party, Company by payment to the Agent on such day, available in immediately available funds at the principal office of the Agent for the account of the Issuing Lender and (ii) on the date a draft or demand under any Documentary Letter of Credit is honored and not reimbursed by Borrower or the applicable Account Party, the Swing Line Lender shall be deemed to have made an Advance of the Swing Line, as aforesaid, and each Revolving Credit Lender shall make its Revolving Credit Percentage Share of such unreimbursed amount, by payment to the Agent (for the account of the Issuing Lender) on such day, available in immediately available funds at the principal office of the Agent for the account of the Issuing Lender as an Advance of the Revolving Credit or purchase of a participation interest in a Refunded Swing Line Advance pursuant to Section 2.5(d) hereof or otherwiseAgent. Notwithstanding the foregoing, however, no Revolving Credit Lender shall acquire a pro rata risk participation in a Letter of Credit or related Letter of Credit Payment if the Issuing Lender was notified prior to the issuance thereof that the Agent had received written notice from a Revolving Credit Lender specifically stating that such Revolving Credit Lender believed that one or more of the conditions precedent to the issuance of Letters of Credit were not be satisfied and, in fact, such conditions precedent were not satisfied at the time of the issuance of such Letter of Credit; provided, however that each Revolving Credit Lender shall acquire a pro rata risk participation in such Letter of Credit and the related Letter of Credit Payment upon the earlier to occur of (x) the date on which the Revolving Credit Lender notifies the Agent that such prior notice is withdrawn and (y) the date on which all conditions precedent to the issuing of such Letter of Credit have been satisfied (or waived by the Majority Revolving Credit Lenders or all Revolving Credit Lenders, as applicable). In the case of clause (i) or clause (ii) above, if If and to the extent such Revolving Credit Lender Bank shall not have made such amount pro rata portion available to the Agent, then each such Revolving Credit Lender or Bank and the Swing Line Revolving Credit Lender, as the case may be, and Borrower agrees Company severally agree to pay to the Issuing Lender Agent forthwith on demand such amount together with interest thereon, for each day from the date such amount was paid by the Issuing Lender Agent until such amount is so made available to the Agent for the account of the Issuing Lender at a per annum rate equal to the interest rate applicable during such period to the related Advance disbursed under Section 3.6(a) in respect of the Reimbursement Obligation reimbursement obligation of Borrower or the applicable Account PartyCompany. If such Revolving Credit Lender Bank shall pay such amount to the Agent for the account of the Issuing Lender together with such interest, such amount so paid shall constitute an a Prime-based Advance of the Revolving Credit (in the case of Standby Letters of Credit under clause (i) above) or an Advance of the Swing Line (in the case of Documentary Letters of Credit under clause (ii) above, which refund shall be refunded by an Advance of the Revolving Credit), as the case may be, by such Revolving Credit Lender Bank disbursed in respect of the Reimbursement Obligation reimbursement obligation of Borrower the Company under Section 3.6(a) for purposes of this Agreement, effective as of the date such amount was paid by the Issuing LenderAgent. The failure of any Revolving Credit Lender Bank to make its pro rata portion of any such amount paid by the Issuing Lender Agent available under clause (i) above to the Agent for the account of the Issuing Lender shall not relieve any other Revolving Credit Lender Bank of its obligation to make available its pro rata portion of such amount, but no Revolving Credit Lender Bank shall be responsible for failure of any other Revolving Credit Lender Bank to make such pro rata portion available to the Agent for the account Issuing Lender. Furthermore, in the event of the failure by the Borrower to pay the Gap Interest required under the proviso to Section 3.6(a) hereof, each of the Revolving Credit Lenders shall pay to Agent for the account of Issuing Lender, within one Business Day following receipt from Agent of written request thereof, its pro rata portion of said Gap Interest, excluding any portion thereof attributable to the Applicable MarginAgent. (d) Nothing in this Agreement shall be construed to require or authorize any Lender Bank to issue any Letter of Credit, it being recognized that the Issuing Lender Agent shall be the sole issuer of Letters of Credit under this Agreement.

Draws and Demands for Payment Under Letters of Credit. (a) Borrower Borrowers and each applicable Account Party agree to pay to the Agent for the account of the Issuing Lender, on the day on which the Issuing Lender shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Issuing Lender in respect of such draft or other demand under such Letter of Credit and all reasonable expenses paid or incurred by the Issuing Lender relative thereto. Unless Borrower Borrowers or the applicable Account Party shall have made such payment to the Agent for the account of the Issuing Lender on such day, upon each such payment by the Issuing Lender, (i) in the case of Standby Letters of Credit: , the Agent shall be deemed to have disbursed to Borrower Borrowers or the applicable Account Party, and Borrower Borrowers or the applicable Account Party shall be deemed to have elected to substitute for its Reimbursement Obligation, in the case of Standby Letters of Credit, a Prime-based Advance of the Revolving Credit with an Interest Period commencing three (3) business Days following the date of Issuing Lender’s payment pursuant to the applicable Letter of Credit, of one month (or, if unavailable, such other Interest Period as selected by Agent in its sole discretion), in each case from the Revolving Credit Lenders in an amount equal to the amount so paid by the Issuing Lender in respect of such draft or other demand under such Letter of Credit; and (ii) in the case of Documentary Letters of Credit: Borrower or the applicable Account Party shall be deemed to have elected to substitute for its Reimbursement Obligation, in the case of Documentary Letters of Credit, (x) a Prime-based Advance of the Swing Line or (y) a Eurocurrency-based Advance of the Swing Line with an Interest Period commencing on the Business Days following the date of Issuing Lender’s payment pursuant to the applicable Letter of Credit, of one (1) month (or, if unavailable, such lesser number of days as selected by the Swing Line Revolving Credit Lender in its sole discretion), in each case from the Swing Line Revolving Credit Lender in an amount equal to the amount so paid by the Issuing Lender in respect of such draft or other demand under such Letter of Credit. In either case, any such Such Advance shall be disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Advance set forth in Article 2 hereof, and, to the extent of the Advance so disbursed, the Reimbursement Obligation of Borrower Borrowers or the applicable Account Party to the Agent under this Section 3.6 shall (unless, taking into account any such deemed Advances, the amount of the aggregate outstanding principal amount of Advances of the Revolving Credit and the Swing Line on such date exceed the then applicable Revolving Credit Aggregate CommitmentCommitment minus the Letter of Credit Maximum Amount) be deemed satisfied, provided that, with respect to any such Eurocurrency-based Advance of the Revolving Credit deemed to have been made hereunder, the Borrower shall also be obligated to pay to the Agent, for Issuing Lender’s sole account, interest on the aggregate amount paid by the Issuing Lender under the applicable draft or other demand for payment at Issuing Lender’s aggregate marginal cost (including the cost of maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Issuing Lender as a result of such failure to deliver funds hereunder) of carrying such amount plus the Applicable Margin then in effect for Eurocurrency-based Advances, from the date of Issuing Lender’s payment pursuant to any Letter of Credit to the date of the commencement of the Interest Period for the applicable Eurocurrency-based Advance deemed to have been made, as aforesaid, such interest (the “Gap Interest”) to be due and payable on the last day of the initial Interest Period established for such deemed Advance. (b) If the Issuing Lender shall honor a draft or other demand for payment presented or made under any Letter of Credit, the Issuing Lender shall provide notice thereof to Borrower Borrowers and the applicable Account Party on the date such draft or demand is honored, and, to each Revolving Credit Lender on such date unless Borrower Borrowers or the applicable Account Party shall have satisfied its Reimbursement Obligation under Section 3.6(a) hereof by payment to the Agent on such date. The Issuing Lender shall further use reasonable efforts to provide notice to Borrower Borrowers or the applicable Account Party prior to honoring any such draft or other demand for payment, but such notice, or the failure to provide such notice, shall not affect the rights or obligations of the Issuing Lender with respect to any Letter of Credit or the rights and obligations of the parties hereto, including without limitation the obligations of Borrower Borrowers or the applicable Account Party under Section 3.6(a) hereof. (c) Upon issuance by the Issuing Lender of each Letter of Credit hereunder, each Revolving Credit Lender shall automatically acquire a pro rata risk participation interest in such Letter of Credit and each related Letter of Credit Payment based on its respective Revolving Credit Percentage. Each Lender, and (i) on the date a draft or demand under any Standby Letter of Credit is honoredhonored (or the next succeeding Business Day if the notice required to be given by Agent to the Lenders under Section 3.6(b) hereof is not given to the Lenders prior to 2:00 p.m. (Detroit time) on such date of draft or demand), each Revolving Credit Lender shall make its Revolving Credit Percentage share of the amount paid by the Issuing Lender, and not reimbursed by Borrower Borrowers or the applicable Account Party, by payment to the Agent Party on such day, available in immediately available funds at the principal office of the Agent for the account of the Issuing Lender and (ii) on the date a draft or demand under any Documentary Letter of Credit is honored and not reimbursed by Borrower or the applicable Account Party, the Swing Line Lender shall be deemed to have made an Advance of the Swing Line, as aforesaid, and each Revolving Credit Lender shall make its Revolving Credit Percentage Share of such unreimbursed amount, by payment to the Agent (for the account of the Issuing Lender) on such day, available in immediately available funds at the principal office of the Agent for the account of the Issuing Lender as an Advance of the Revolving Credit or purchase of a participation interest in a Refunded Swing Line Advance pursuant to Section 2.5(d) hereof or otherwise. Notwithstanding the foregoing, however, no Revolving Credit Lender shall acquire a pro rata risk participation in a Letter of Credit or related Letter of Credit Payment if the Issuing Lender was notified prior to the issuance thereof that the Agent had received written notice from a Revolving Credit Lender specifically stating that such Revolving Credit Lender believed that one or more of the conditions precedent to the issuance of Letters of Credit were not be satisfied and, in fact, such conditions precedent were not satisfied at the time of the issuance of such Letter of Credit; provided, however that each Revolving Credit Lender shall acquire a pro rata risk participation in such Letter of Credit and the related Letter of Credit Payment upon the earlier to occur of (x) the date on which the Revolving Credit Lender notifies the Agent that such prior notice is withdrawn and (y) the date on which all conditions precedent to the issuing of such Letter of Credit have been satisfied (or waived by the Majority Revolving Credit Lenders or all Revolving Credit Lenders, as applicable). In the case of clause (i) or clause (ii) above, if If and to the extent such Revolving Credit Lender shall not have made such amount pro rata portion available to the Agent, then each such Revolving Credit Lender or the Swing Line Revolving Credit Lender, as Borrowers and the case may be, and Borrower agrees applicable Account Party severally agree to pay to the Issuing Lender forthwith on demand such amount together with interest thereon, for each day from the date such amount was paid by the Issuing Lender until such amount is so made available to the Agent for the account of the Issuing Lender at a per annum rate equal to the interest rate applicable during such period to the related Advance deemed to have been disbursed under Section 3.6(a) in respect of the Reimbursement Obligation reimbursement obligation of Borrower or Holdings and the applicable Account Party, as set forth in Section 2.4(c)(i) or 2.4(c)(ii) hereof, as the case may be. If such Revolving Credit Lender shall pay such amount to the Agent for the account of the Issuing Lender together with such interest, such amount so paid shall be deemed to constitute an Advance of the Revolving Credit (in the case of Standby Letters of Credit under clause (i) above) or an Advance of the Swing Line (in the case of Documentary Letters of Credit under clause (ii) above, which refund shall be refunded by an Advance of the Revolving Credit), as the case may be, by such Revolving Credit Lender disbursed in respect of the Reimbursement Obligation reimbursement obligation of Borrower Borrowers or the applicable Account Party under Section 3.6(a) hereof for purposes of this Agreement, effective as of the date such amount was paid by the Issuing Lenderdates applicable under said Section 3.6(a). The failure of any Revolving Credit Lender to make its pro rata portion of any such amount paid by the Issuing Lender available under clause (i) above to the Agent for the account of the Issuing Lender shall not relieve any other Revolving Credit Lender of its obligation to make available its pro rata portion of such amount, but no Revolving Credit Lender shall be responsible for failure of any other Revolving Credit Lender to make such pro rata portion available to the Agent for the account Issuing Lender. Furthermore, in the event of the failure by the Borrower to pay the Gap Interest required under the proviso to Section 3.6(a) hereof, each of the Revolving Credit Lenders shall pay to Agent for the account of Issuing Lender, within one Business Day following receipt from Agent of written request thereof, its pro rata portion of said Gap Interest, excluding any portion thereof attributable to the Applicable Margin. (d) Nothing in this Agreement shall be construed to require or authorize any Lender to issue any Letter of Credit, it being recognized that the Issuing Lender shall be the sole issuer of Letters of Credit under this Agreement.

Draws and Demands for Payment Under Letters of Credit. (a) Borrower The Company and each applicable Account Party agree to pay to the Agent for the account of the Issuing LenderAgent, on the day on which the Issuing Lender Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Issuing Lender Agent in respect of such draft or other demand under such Letter of Credit and all reasonable expenses paid or incurred by the Issuing Lender Agent relative thereto. Unless Borrower the Company or the applicable Account Party shall have made such payment to the Agent for the account of the Issuing Lender on such day, upon each such payment by the Issuing Lender, (i) in the case of Standby Letters of Credit: Agent, the Agent shall be deemed to have disbursed to Borrower the Company or the applicable Account Party, and Borrower the Company or the applicable Account Party shall be deemed to have elected to substitute for its Reimbursement Obligationreimbursement obligation, in the case of Standby with respect to Letters of CreditCredit denominated in Dollars, a Prime-based Advance of the Revolving Credit and, with respect to Letters of Credit denominated in any Alternative Currency, a Eurocurrency-based Advance of the Revolving Credit in the applicable Alternative Currency with an Interest Period Period, commencing three (3) business Business Days following the date of Issuing Lender’s Agent's payment pursuant to the applicable Letter of Credit, of one month (or, if unavailable, such other Interest Period as selected by Agent in its sole discretion), in each case from for the Revolving Credit Lenders account of the Banks in an amount equal to the amount so paid by the Issuing Lender in respect of such draft or other demand under such Letter of Credit; and (ii) in the case of Documentary Letters of Credit: Borrower or the applicable Account Party shall be deemed to have elected to substitute for its Reimbursement Obligation, in the case of Documentary Letters of Credit, (x) a Prime-based Advance of the Swing Line or (y) a Eurocurrency-based Advance of the Swing Line with an Interest Period commencing on the Business Days following the date of Issuing Lender’s payment pursuant to the applicable Letter of Credit, of one (1) month (or, if unavailable, such lesser number of days as selected by the Swing Line Revolving Credit Lender in its sole discretion), in each case from the Swing Line Revolving Credit Lender in an amount equal to the amount so paid by the Issuing Lender Agent in respect of such draft or other demand under such Letter of Credit. In either case, any such Such Prime-based Advance or Eurocurrency-based Advance shall be deemed disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Advance set forth in Article 2 hereof, Section 3 hereof and, to the extent of the Advance Advances so disbursed, the Reimbursement Obligation reimbursement obligation of Borrower the Company or the applicable Account Party to the Agent under this Section 3.6 shall (unless, taking into account any such deemed Advances, the aggregate outstanding principal amount of Advances of the Revolving Credit and the Swing Line on such date exceed the then applicable Revolving Credit Aggregate Commitment) be deemed satisfied, provided that, with respect to any such Eurocurrency-based Advance of the Revolving Credit deemed to have been made hereunder, Company or the applicable Permitted Borrower shall also be obligated to pay to the Agent, for Issuing Lender’s Agent's sole account, interest on the aggregate amount paid by the Issuing Lender Agent under the applicable draft or other demand for payment at Issuing Lender’s Agent's aggregate marginal cost (including the cost of maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Issuing Lender Agent as a result of such failure to deliver funds hereunder) of carrying such amount plus the Applicable Margin then in effect for Eurocurrency-based Advances, from the date of Issuing Lender’s Agent's payment pursuant to any Letter of Credit to the date of the commencement of the Interest Period for the applicable Eurocurrency-based Advance deemed to have been made, as aforesaid, such interest (the “"Gap Interest”") to be due and payable on the last day of the initial Interest Period established for such deemed Advance. (b) If the Issuing Lender Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, the Issuing Lender Agent shall provide notice thereof to Borrower the Company and the applicable Account Party on the date such draft or demand is honored, and, and to each Revolving Credit Lender Bank on such date unless Borrower the Company or applicable Account Party shall have satisfied its Reimbursement Obligation reimbursement obligation under Section 3.6(a) hereof by payment to the Agent on such date. The Issuing Lender Agent shall further use reasonable efforts to provide notice to Borrower or the Company and the applicable Account Party prior to honoring any such draft or other demand for payment, but such notice, or the failure to provide such notice, shall not affect the rights or obligations of the Issuing Lender Agent with respect to any Letter of Credit or the rights and obligations of the parties hereto, including without limitation the obligations of Borrower the Company or applicable Account Party under Section 3.6(a) hereof. (c) Upon issuance by the Issuing Lender Agent of each Letter of Credit hereunderhereunder (except in respect of any Letter of Credit issued after Agent has obtained actual knowledge that an Event of Default has occurred and is continuing), each Revolving Credit Lender Bank shall automatically acquire a pro rata risk participation interest in such Letter of Credit and each related Letter of Credit Payment based on its respective Revolving Credit Percentage. Each Bank, and (i) on the date a draft or demand under any Standby Letter of Credit is honoredhonored (or the next succeeding Business Day if the notice required to be given by Agent to the Banks under Section 3.6(b) hereof is not given to the Banks prior to 2:00 p.m. (Detroit time) on such date of draft or demand) or three (3) Business Days thereafter in respect of draws or demands under Letters of Credit issued in any Alternative Currency, each Revolving Credit Lender shall make its Revolving Credit Percentage share of the amount paid by the Issuing LenderAgent, and not reimbursed by Borrower the Company or the applicable Account Party, by payment to the Agent Party on such day, available in the applicable Permitted Currency and in immediately available funds at the principal office of the Agent for the account of the Issuing Lender and (ii) on the date a draft or demand under any Documentary Letter of Credit is honored and not reimbursed by Borrower or the applicable Account Party, the Swing Line Lender shall be deemed to have made an Advance of the Swing Line, as aforesaid, and each Revolving Credit Lender shall make its Revolving Credit Percentage Share of such unreimbursed amount, by payment to the Agent (for the account of the Issuing Lender) on such day, available in immediately available funds at the principal office of the Agent for the account of the Issuing Lender as an Advance of the Revolving Credit or purchase of a participation interest in a Refunded Swing Line Advance pursuant to Section 2.5(d) hereof or otherwiseAgent. Notwithstanding the foregoing, however, no Revolving Credit Lender shall acquire a pro rata risk participation in a Letter of Credit or related Letter of Credit Payment if the Issuing Lender was notified prior to the issuance thereof that the Agent had received written notice from a Revolving Credit Lender specifically stating that such Revolving Credit Lender believed that one or more of the conditions precedent to the issuance of Letters of Credit were not be satisfied and, in fact, such conditions precedent were not satisfied at the time of the issuance of such Letter of Credit; provided, however that each Revolving Credit Lender shall acquire a pro rata risk participation in such Letter of Credit and the related Letter of Credit Payment upon the earlier to occur of (x) the date on which the Revolving Credit Lender notifies the Agent that such prior notice is withdrawn and (y) the date on which all conditions precedent to the issuing of such Letter of Credit have been satisfied (or waived by the Majority Revolving Credit Lenders or all Revolving Credit Lenders, as applicable). In the case of clause (i) or clause (ii) above, if If and to the extent such Revolving Credit Lender Bank shall not have made such amount pro rata portion available to the Agent, then each such Revolving Credit Lender or Bank, the Swing Line Revolving Credit Lender, as Company and the case may be, and Borrower agrees applicable Account Party severally agree to pay to the Issuing Lender Agent forthwith on demand such amount together with interest thereon, for each day from the date such amount was paid by the Issuing Lender Agent until such amount is so made available to the Agent for the account of the Issuing Lender at a per annum rate equal to the interest rate applicable during such period to the related Advance deemed to have been disbursed under Section 3.6(a) in respect of the Reimbursement Obligation reimbursement obligation of Borrower or the Company and the applicable Account Party, as set forth in Section 2.4(c)(i) or 2.4(c)(ii) hereof, as the case may be. If such Revolving Credit Lender Bank shall pay such amount to the Agent for the account of the Issuing Lender together with such interest, such amount so paid shall be deemed to constitute an Advance of the Revolving Credit (in the case of Standby Letters of Credit under clause (i) above) or an Advance of the Swing Line (in the case of Documentary Letters of Credit under clause (ii) above, which refund shall be refunded by an Advance of the Revolving Credit), as the case may be, by such Revolving Credit Lender Bank disbursed in respect of the Reimbursement Obligation reimbursement obligation of Borrower the Company or applicable Account Party under Section 3.6(a) hereof for purposes of this Agreement, effective as of the date such amount was paid by the Issuing Lenderdates applicable under said Section 3.6(a). The failure of any Revolving Credit Lender Bank to make its pro rata portion of any such amount paid by the Issuing Lender Agent available under clause (i) above to the Agent for the account of the Issuing Lender shall not relieve any other Revolving Credit Lender Bank of its obligation to make available its pro rata portion of such amount, but no Revolving Credit Lender Bank shall be responsible for failure of any other Revolving Credit Lender Bank to make such pro rata portion available to the Agent for the account Issuing LenderAgent. Furthermore, in the event of the failure by Company or the Borrower Permitted Borrowers to pay the Gap Interest required under the proviso to Section 3.6(a) hereof, each of the Revolving Credit Lenders Banks shall pay to Agent for the account of Issuing LenderAgent, within one Business Day following receipt from Agent of written request thereoftherefor, its pro rata portion of said Gap Interest, excluding any portion thereof attributable to the Applicable Margin. Notwithstanding the foregoing, however, no Bank shall be deemed to have acquired a participation in a Letter of Credit if, prior to the issuance of the Letter of Credit by the Agent, the Agent had received written notice from any Bank that a Default or an Event of Default had occurred and was continuing and directing the Agent to suspend the issuance of Letters of Credit; provided, however that the Banks shall be deemed to have acquired such a participation upon the date of which such Default or Event of Default has been cured or has been waived by the requisite Revolving Credit Banks, as applicable. (d) Nothing in this Agreement shall be construed to require or authorize any Lender Bank to issue any Letter of Credit, it being recognized that the Issuing Lender Agent shall be the sole issuer of Letters of Credit under this Agreement.

Draws and Demands for Payment Under Letters of Credit. (ai) Borrower and each applicable Account Party agree agrees to pay to the Agent for the account of the Issuing LenderRevolving Credit Agent, on the day on which the Issuing Lender Revolving Credit Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Issuing Lender Revolving Credit Agent in respect of such draft or other demand under such Letter of Credit and all reasonable expenses paid or incurred by the Issuing Lender Revolving Credit Agent relative thereto. Unless Borrower or the applicable Account Party shall have made such payment to the Revolving Credit Agent for the account of the Issuing Lender on such day, upon each such payment by the Issuing Lender, (i) in the case of Standby Letters of Credit: the Revolving Credit Agent, Revolving Credit Agent shall be deemed to have disbursed to Borrower or the applicable Account PartyBorrower, and Borrower or the applicable Account Party shall be deemed to have elected to substitute for its Reimbursement Obligationreimbursement obligation, in the case of Standby Letters of Credit, a Prime-based an Advance of the Revolving Credit with an Interest Period commencing three (3) business Days following the date of Issuing Lender’s payment pursuant to the applicable Letter of Credit, of one month (or, if unavailable, such other Interest Period as selected by Agent in its sole discretion), in each case from the Revolving Credit Lenders in an amount equal to the amount so paid by the Issuing Lender in respect of such draft or other demand under such Letter of Credit; and (ii) in the case of Documentary Letters of Credit: Borrower or the applicable Account Party shall be deemed to have elected to substitute for its Reimbursement Obligation, in the case of Documentary Letters of Credit, (x) a Prime-based Advance of the Swing Line or (y) a Eurocurrency-based Advance of the Swing Line with an Interest Period commencing on the Business Days following the date of Issuing Lender’s payment pursuant to the applicable Letter of Credit, of one (1) month (or, if unavailable, such lesser number of days as selected by the Swing Line Revolving Credit Lender in its sole discretion), in each case from the Swing Line Revolving Credit Lender in an amount equal to the amount so paid by the Issuing Lender Agent in respect of such draft or other demand under such Letter of Credit. In either case, any such Such Advance shall be disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Advance set forth in Article 2 hereof, 1 hereof and, to the extent of the Advance so disbursed, the Reimbursement Obligation reimbursement obligation of the Borrower or the applicable Account Party to the Revolving Credit Agent under this Section 3.6 clause (f) shall (unless, taking into account any such deemed Advances, the aggregate outstanding principal amount of Advances of the Revolving Credit and the Swing Line on such date exceed the then applicable Revolving Credit Aggregate Commitment) be deemed satisfied, provided that, with respect to any such Eurocurrency-based Advance of the Revolving Credit deemed to have been made hereunder, the Borrower shall also be obligated to pay to the Agent, for Issuing Lender’s sole account, interest on the aggregate amount paid by the Issuing Lender under the applicable draft or other demand for payment at Issuing Lender’s aggregate marginal cost (including the cost of maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Issuing Lender as a result of such failure to deliver funds hereunder) of carrying such amount plus the Applicable Margin then in effect for Eurocurrency-based Advances, from the date of Issuing Lender’s payment pursuant to any Letter of Credit to the date of the commencement of the Interest Period for the applicable Eurocurrency-based Advance deemed to have been made, as aforesaid, such interest (the “Gap Interest”) to be due and payable on the last day of the initial Interest Period established for such deemed Advance. (bii) If the Issuing Lender Revolving Credit Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, the Issuing Lender Revolving Credit Agent shall provide notice thereof to the Borrower and the applicable Account Party on the date such draft or demand is honored, and, and to each Revolving Credit Lender on such date unless the Borrower or applicable Account Party shall have satisfied its Reimbursement Obligation under Section 3.6(a) hereof reimbursement obligation hereunder by payment to the Revolving Credit Agent on such date. The Issuing Lender Revolving Credit Agent shall further use reasonable efforts to provide notice to the Borrower or applicable Account Party prior to honoring any such draft or other demand for payment, but such notice, or the failure to provide such notice, shall not affect the rights or obligations of the Issuing Lender Revolving Credit Agent with respect to any Letter of Credit or the rights and obligations of the parties hereto, including without limitation the obligations of Borrower or applicable Account Party under Section 3.6(a) hereofhereunder. (ciii) Upon issuance by the Issuing Lender Revolving Credit Agent of each Letter of Credit hereunderhereunder and upon execution of this Agreement with respect to the Existing Letters of Credit, each Revolving Credit Lender shall automatically acquire a pro rata risk participation interest in such Letter of Credit and related Letter of Credit Payment based on its respective Pro Rata Share. Each Revolving Credit PercentageLender, and (i) on the date a draft or demand under any Standby Letter of Credit is honored, each Revolving Credit Lender shall make its Revolving Credit Percentage share Pro Rata Share of the amount paid by the Issuing LenderRevolving Credit Agent, and not reimbursed by Borrower or the applicable Account Party, by payment to the Revolving Credit Agent on such day, available in immediately available funds at the principal office of the Revolving Credit Agent for the account of the Issuing Lender and (ii) on the date a draft or demand under any Documentary Letter of Credit is honored and not reimbursed by Borrower or the applicable Account Party, the Swing Line Lender shall be deemed to have made an Advance of the Swing Line, as aforesaid, and each Revolving Credit Lender shall make its Revolving Credit Percentage Share of such unreimbursed amount, by payment to the Agent (for the account of the Issuing Lender) on such day, available in immediately available funds at the principal office of the Agent for the account of the Issuing Lender as an Advance of the Revolving Credit or purchase of a participation interest in a Refunded Swing Line Advance pursuant to Section 2.5(d) hereof or otherwiseAgent. Notwithstanding the foregoing, however, no Revolving Credit Lender shall acquire a pro rata risk participation in a Letter of Credit or related Letter of Credit Payment if the Issuing Lender was notified prior to the issuance thereof that the Agent had received written notice from a Revolving Credit Lender specifically stating that such Revolving Credit Lender believed that one or more of the conditions precedent to the issuance of Letters of Credit were not be satisfied and, in fact, such conditions precedent were not satisfied at the time of the issuance of such Letter of Credit; provided, however that each Revolving Credit Lender shall acquire a pro rata risk participation in such Letter of Credit and the related Letter of Credit Payment upon the earlier to occur of (x) the date on which the Revolving Credit Lender notifies the Agent that such prior notice is withdrawn and (y) the date on which all conditions precedent to the issuing of such Letter of Credit have been satisfied (or waived by the Majority Revolving Credit Lenders or all Revolving Credit Lenders, as applicable). In the case of clause (i) or clause (ii) above, if If and to the extent such Revolving Credit Lender shall not have made such amount pro rata portion available to the Revolving Credit Agent, then each such Revolving Credit Lender or the Swing Line Revolving Credit Lender, as the case may be, and Borrower agrees severally agree to pay to the Issuing Lender Revolving Credit Agent forthwith on demand such amount together with interest thereon, for each day from the date such amount was paid by the Issuing Lender Revolving Credit Agent until such amount is so made available to the Revolving Credit Agent for the account of the Issuing Lender at a per annum rate equal to the interest rate applicable during such period to the related Advance disbursed under Section 3.6(a) hereunder in respect of the Reimbursement Obligation reimbursement obligation of Borrower or the applicable Account Partyfor Letters of Credit. If such Revolving Credit Lender shall pay such amount to the Revolving Credit Agent for the account of the Issuing Lender together with such interest, such amount so paid with respect to Letters of Credit shall constitute an Advance of the Revolving Credit (in the case of Standby Letters of Credit under clause (i) above) or an Advance of the Swing Line (in the case of Documentary Letters of Credit under clause (ii) above, which refund shall be refunded by an Advance of the Revolving Credit), as the case may be, by such Revolving Credit Lender disbursed in respect of the Reimbursement Obligation reimbursement obligation of the Borrower under Section 3.6(aclause (f)(i) for purposes of this Agreement, effective as of the date such amount was paid by the Issuing LenderRevolving Credit Agent. The failure of any Revolving Credit Lender to make its pro rata portion of any such amount paid by the Issuing Lender Revolving Credit Agent available under clause (i) above to the Revolving Credit Agent for the account of the Issuing Lender shall not relieve any other Revolving Credit Lender of its obligation to make available its pro rata portion of such amount, but no Revolving Credit Lender shall be responsible for failure of any other Revolving Credit Lender to make such pro rata portion available to the Agent for the account Issuing Lender. Furthermore, in the event of the failure by the Borrower to pay the Gap Interest required under the proviso to Section 3.6(a) hereof, each of the Revolving Credit Lenders shall pay to Agent for the account of Issuing Lender, within one Business Day following receipt from Agent of written request thereof, its pro rata portion of said Gap Interest, excluding any portion thereof attributable to the Applicable MarginAgent. (div) Nothing in this Agreement shall be construed to require or authorize any Revolving Lender to issue any Letter of Credit, it being recognized that the Issuing Lender Revolving Credit Agent shall be the sole issuer of Letters of Credit under this Agreement.

Draws and Demands for Payment Under Letters of Credit. (a) Borrower The Company and each applicable Account Party agree to pay to the Agent for the account of the Issuing LenderBank, on the day on which the Issuing Lender Bank shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Issuing Lender Bank in respect of such draft or other demand under such Letter of Credit and all reasonable expenses paid or incurred by the Issuing Lender Bank relative thereto. Unless Borrower the Company or the applicable Account Party shall have made such payment to the Agent for the account of the Issuing Lender Bank on such day, upon each such payment by the Issuing Lender, (i) in the case of Standby Letters of Credit: Bank, the Agent shall be deemed to have disbursed to Borrower or the applicable Account PartyCompany, and Borrower or the applicable Account Party Company shall be deemed to have elected to substitute for its Reimbursement Obligation, in the case of Standby Letters of Credit, a Prime-based Advance of the Revolving Credit with an Interest Period commencing three (3) business Days following the date of Issuing Lender’s payment pursuant to the applicable Letter of Credit, of one month (or, if unavailable, such other Interest Period as selected by Agent in its sole discretion), in each case from the Revolving Credit Lenders Banks in an amount equal to the amount so paid by the Issuing Lender in respect of such draft or other demand under such Letter of Credit; and (ii) in the case of Documentary Letters of Credit: Borrower or the applicable Account Party shall be deemed to have elected to substitute for its Reimbursement Obligation, in the case of Documentary Letters of Credit, (x) a Prime-based Advance of the Swing Line or (y) a Eurocurrency-based Advance of the Swing Line with an Interest Period commencing on the Business Days following the date of Issuing Lender’s payment pursuant to the applicable Letter of Credit, of one (1) month (or, if unavailable, such lesser number of days as selected by the Swing Line Revolving Credit Lender in its sole discretion), in each case from the Swing Line Revolving Credit Lender in an amount equal to the amount so paid by the Issuing Lender Bank in respect of such draft or other demand under such Letter of Credit. In either case, any such Such Prime-based Advance shall be disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Advance set forth in Article 2 hereof, hereof and, to the extent of the Prime-based Advance so disbursed, the Reimbursement Obligation of Borrower the Company or the applicable Account Party to the Agent under this Section 3.6 shall (unless, taking into account any such deemed Advances, the aggregate outstanding principal amount of Advances of the Revolving Credit and the Swing Line on such date exceed the then applicable Revolving Credit Aggregate Commitment) be deemed satisfied, provided that, with respect to any such Eurocurrency-based Advance of the Revolving Credit deemed to have been made hereunder, the Borrower shall also be obligated to pay to the Agent, for Issuing Lender’s sole account, interest on the aggregate amount paid by the Issuing Lender under the applicable draft or other demand for payment at Issuing Lender’s aggregate marginal cost (including the cost of maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Issuing Lender as a result of such failure to deliver funds hereunder) of carrying such amount plus the Applicable Margin then in effect for Eurocurrency-based Advances, from the date of Issuing Lender’s payment pursuant to any Letter of Credit to the date of the commencement of the Interest Period for the applicable Eurocurrency-based Advance deemed to have been made, as aforesaid, such interest (the “Gap Interest”) to be due and payable on the last day of the initial Interest Period established for such deemed Advance. (b) If the Issuing Lender Bank shall honor a draft or other demand for payment presented or made under any Letter of Credit, the Issuing Lender Bank shall provide notice thereof to Borrower the Company and the applicable Account Party on the date such draft or demand is honored, and, and to each Revolving Credit Lender Bank on such date unless Borrower the Company or applicable Account Party shall have satisfied its Reimbursement Obligation under Section 3.6(a) hereof by payment to the Agent on such date. The Issuing Lender Bank shall further use reasonable efforts to provide notice to Borrower the Company or applicable Account Party prior to honoring any such draft or other demand for payment, but such notice, or the failure to provide such notice, shall not affect the rights or obligations of the Issuing Lender Bank with respect to any Letter of Credit or the rights and obligations of the parties hereto, including without limitation the obligations of Borrower the Company or applicable Account Party under Section 3.6(a) hereof. (c) Upon issuance by the Issuing Lender Bank of each Letter of Credit hereunder, each Revolving Credit Lender Bank shall automatically acquire a pro rata risk participation interest in such Letter of Credit and related Letter of Credit Payment based on its respective Revolving Credit Percentage. Each Bank, and (i) on the date a draft or demand under any Standby Letter of Credit is honored, each Revolving Credit Lender shall make its Revolving Credit Percentage share of the amount paid by the Issuing LenderBank, and not reimbursed by Borrower the Company or the applicable Account Party, Party by payment to the Agent on such day, available in immediately available funds at the principal office of the Agent for the account of the Issuing Lender and (ii) on the date a draft or demand under any Documentary Letter of Credit is honored and not reimbursed by Borrower or the applicable Account Party, the Swing Line Lender shall be deemed to have made an Advance of the Swing Line, as aforesaid, and each Revolving Credit Lender shall make its Revolving Credit Percentage Share of such unreimbursed amount, by payment to the Agent (for the account of the Issuing Lender) on such day, available in immediately available funds at the principal office of the Agent for the account of the Issuing Lender as an Advance of the Revolving Credit or purchase of a participation interest in a Refunded Swing Line Advance pursuant to Section 2.5(d) hereof or otherwiseBank. Notwithstanding the foregoing, however, no Revolving Credit Lender shall acquire a pro rata risk participation in a Letter of Credit or related Letter of Credit Payment if the Issuing Lender was notified prior to the issuance thereof that the Agent had received written notice from a Revolving Credit Lender specifically stating that such Revolving Credit Lender believed that one or more of the conditions precedent to the issuance of Letters of Credit were not be satisfied and, in fact, such conditions precedent were not satisfied at the time of the issuance of such Letter of Credit; provided, however that each Revolving Credit Lender shall acquire a pro rata risk participation in such Letter of Credit and the related Letter of Credit Payment upon the earlier to occur of (x) the date on which the Revolving Credit Lender notifies the Agent that such prior notice is withdrawn and (y) the date on which all conditions precedent to the issuing of such Letter of Credit have been satisfied (or waived by the Majority Revolving Credit Lenders or all Revolving Credit Lenders, as applicable). In the case of clause (i) or clause (ii) above, if If and to the extent such Revolving Credit Lender Bank shall not have made such amount pro rata portion available to the Agent, then each such Revolving Credit Lender or Bank, the Swing Line Revolving Credit Lender, as Company and the case may be, and Borrower agrees applicable Account Party severally agree to pay to the Issuing Lender Bank forthwith on demand such amount together with interest thereon, for each day from the date such amount was paid by the Issuing Lender Bank until such amount is so made available to the Agent for the account of the Issuing Lender Bank at a per annum rate equal to the interest rate applicable during such period to the related Advance disbursed under Section 3.6(a) in respect of the Reimbursement Obligation of Borrower or the Company and the applicable Account Party. If such Revolving Credit Lender Bank shall pay such amount to the Agent for the account of the Issuing Lender Bank together with such interest, such amount so paid shall constitute an a Prime-based Advance of the Revolving Credit (in the case of Standby Letters of Credit under clause (i) above) or an Advance of the Swing Line (in the case of Documentary Letters of Credit under clause (ii) above, which refund shall be refunded by an Advance of the Revolving Credit), as the case may be, by such Revolving Credit Lender Bank disbursed in respect of the Reimbursement Obligation of Borrower the Company or applicable Account Party under Section 3.6(a) for purposes of this Agreement, effective as of the date such amount was paid by the Issuing LenderBank. The failure of any Revolving Credit Lender Bank to make its pro rata portion of any such amount paid by the Issuing Lender Bank available under clause (i) above to the Agent for the account of the Issuing Lender Bank shall not relieve any other Revolving Credit Lender Bank of its obligation to make available its pro rata portion of such amount, but no Revolving Credit Lender Bank shall be responsible for failure of any other Revolving Credit Lender Bank to make such pro rata portion available to the Agent for the account Issuing Lender. Furthermore, in the event of the failure by the Borrower to pay the Gap Interest required under the proviso to Section 3.6(a) hereof, each of the Revolving Credit Lenders shall pay to Agent for the account of Issuing Lender, within one Business Day following receipt from Agent of written request thereof, its pro rata portion of said Gap Interest, excluding any portion thereof attributable to the Applicable MarginBank. (d) Nothing in this Agreement shall be construed to require or authorize any Lender Bank other than the Issuing Bank to issue any Letter of Credit, it being recognized that the Issuing Lender Bank shall be the sole issuer of Letters of Credit under this Agreement.

Draws and Demands for Payment Under Letters of Credit. (a) Borrower and each applicable Account Party agree The Company agrees to pay to the Agent for the account of the Issuing LenderAgent, on the day on which the Issuing Lender Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Issuing Lender Agent in respect of such draft or other demand under such Letter of Credit and all reasonable expenses paid or incurred by the Issuing Lender Agent relative thereto. Unless Borrower or the applicable Account Party Company shall have made such payment to the Agent for the account of the Issuing Lender on such day, upon each such payment by the Issuing Lender, (i) in the case of Standby Letters of Credit: Agent, the Agent shall be deemed to have disbursed to Borrower or the applicable Account PartyCompany, and Borrower or the applicable Account Party Company shall be deemed to have elected to substitute for its Reimbursement Obligation, in the case of Standby Letters of Credit, a Prime-based Advance for the account of the Revolving Credit with an Interest Period commencing three (3) business Days following the date of Issuing Lender’s payment pursuant to the applicable Letter of Credit, of one month (or, if unavailable, such other Interest Period as selected by Agent in its sole discretion), in each case from the Revolving Credit Lenders Banks in an amount equal to the amount so paid by the Issuing Lender in respect of such draft or other demand under such Letter of Credit; and (ii) in the case of Documentary Letters of Credit: Borrower or the applicable Account Party shall be deemed to have elected to substitute for its Reimbursement Obligation, in the case of Documentary Letters of Credit, (x) a Prime-based Advance of the Swing Line or (y) a Eurocurrency-based Advance of the Swing Line with an Interest Period commencing on the Business Days following the date of Issuing Lender’s payment pursuant to the applicable Letter of Credit, of one (1) month (or, if unavailable, such lesser number of days as selected by the Swing Line Revolving Credit Lender in its sole discretion), in each case from the Swing Line Revolving Credit Lender in an amount equal to the amount so paid by the Issuing Lender Agent in respect of such draft or other demand under such Letter of Credit. In either case, any such Such Prime-based Advance shall be disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Revolving Credit Advance set forth in Article Section 2 hereof, hereof and, to the extent of the Prime-based Advance so disbursed, the Reimbursement Obligation of Borrower or the applicable Account Party to the Agent Company under this Section 3.6 2A.6 shall (unless, taking into account any such deemed Advances, the aggregate outstanding principal amount of Advances of the Revolving Credit and the Swing Line on such date exceed the then applicable Revolving Credit Aggregate Commitment) be deemed satisfied, provided that, with respect to any such Eurocurrency-based Advance of the Revolving Credit deemed to have been made hereunder, the Borrower shall also be obligated to pay to the Agent, for Issuing Lender’s sole account, interest on the aggregate amount paid by the Issuing Lender under the applicable draft or other demand for payment at Issuing Lender’s aggregate marginal cost (including the cost of maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Issuing Lender as a result of such failure to deliver funds hereunder) of carrying such amount plus the Applicable Margin then in effect for Eurocurrency-based Advances, from the date of Issuing Lender’s payment pursuant to any Letter of Credit to the date of the commencement of the Interest Period for the applicable Eurocurrency-based Advance deemed to have been made, as aforesaid, such interest (the “Gap Interest”) to be due and payable on the last day of the initial Interest Period established for such deemed Advance. (b) If the Issuing Lender Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, the Issuing Lender Agent shall provide notice thereof to Borrower and the applicable Account Party Company on the date such draft or demand is honored, and, and to each Revolving Credit Lender Bank on such date unless Borrower or applicable Account Party the Company shall have satisfied its Reimbursement Obligation under Section 3.6(a2A.6(a) hereof by payment to the Agent on such date. The Issuing Lender shall further use reasonable efforts to provide notice to Borrower or applicable Account Party prior to honoring any such draft or other demand for payment, but such notice, or the failure to provide such notice, shall not affect the rights or obligations of the Issuing Lender with respect to any Letter of Credit or the rights and obligations of the parties hereto, including without limitation the obligations of Borrower or applicable Account Party under Section 3.6(a) hereof. (c) Upon issuance by the Issuing Lender Agent of each Letter of Credit hereunder, each Revolving Credit Lender Bank shall automatically acquire a pro rata risk participation interest in such Letter of Credit and related Letter of Credit Payment based on its respective Percentage. Each Revolving Credit PercentageBank, and (i) on the date a draft or demand under any Standby Letter of Credit is honored, each Revolving Credit Lender shall make its Revolving Credit Percentage share of the amount paid by the Issuing LenderAgent, and not reimbursed by Borrower or the applicable Account Party, by payment to the Agent Company on such day, available in immediately available funds at the principal office of the Agent for the account of the Issuing Lender and (ii) on the date a draft or demand under any Documentary Letter of Credit is honored and not reimbursed by Borrower or the applicable Account Party, the Swing Line Lender shall be deemed to have made an Advance of the Swing Line, as aforesaid, and each Revolving Credit Lender shall make its Revolving Credit Percentage Share of such unreimbursed amount, by payment to the Agent (for the account of the Issuing Lender) on such day, available in immediately available funds at the principal office of the Agent for the account of the Issuing Lender as an Advance of the Revolving Credit or purchase of a participation interest in a Refunded Swing Line Advance pursuant to Section 2.5(d) hereof or otherwiseAgent. Notwithstanding the foregoing, however, no Revolving Credit Lender shall acquire a pro rata risk participation in a Letter of Credit or related Letter of Credit Payment if the Issuing Lender was notified prior to the issuance thereof that the Agent had received written notice from a Revolving Credit Lender specifically stating that such Revolving Credit Lender believed that one or more of the conditions precedent to the issuance of Letters of Credit were not be satisfied and, in fact, such conditions precedent were not satisfied at the time of the issuance of such Letter of Credit; provided, however that each Revolving Credit Lender shall acquire a pro rata risk participation in such Letter of Credit and the related Letter of Credit Payment upon the earlier to occur of (x) the date on which the Revolving Credit Lender notifies the Agent that such prior notice is withdrawn and (y) the date on which all conditions precedent to the issuing of such Letter of Credit have been satisfied (or waived by the Majority Revolving Credit Lenders or all Revolving Credit Lenders, as applicable). In the case of clause (i) or clause (ii) above, if If and to the extent such Revolving Credit Lender Bank shall not have made such amount pro rata portion available to the Agent, then each such Revolving Credit Lender or Bank and the Swing Line Revolving Credit Lender, as the case may be, and Borrower agrees Company severally agree to pay to the Issuing Lender Agent forthwith on demand such amount together with interest thereon, for each day from the date such amount was paid by the Issuing Lender Agent until such amount is so made available to the Agent for the account of the Issuing Lender at a per annum rate equal to (in the case of the Company) the interest rate applicable during such period to the related Advance disbursed under Section 3.6(a2A.6(a) in respect of the Reimbursement Obligation of Borrower the Company, or (in the applicable Account Partycase of a Revolving Credit Bank) the Federal Funds Effective Rate. If such Revolving Credit Lender Bank shall pay such amount to the Agent for the account of the Issuing Lender together with such interest, such amount so paid shall constitute an a Prime-based Advance of the Revolving Credit (in the case of Standby Letters of Credit under clause (i) above) or an Advance of the Swing Line (in the case of Documentary Letters of Credit under clause (ii) above, which refund shall be refunded by an Advance of the Revolving Credit), as the case may be, by such Revolving Credit Lender Bank disbursed in respect of the Reimbursement Obligation of Borrower the Company under Section 3.6(a2A.6(a) for purposes of this Agreement, effective as of the date such amount was paid by the Issuing LenderAgent. The failure of any Revolving Credit Lender Bank to make its pro rata portion of any such amount paid by the Issuing Lender Agent available under clause (i) above to the Agent for the account of the Issuing Lender shall not relieve any other Revolving Credit Lender Bank of its obligation to make available its pro rata portion of such amount, but no Revolving Credit Lender Bank shall be responsible for failure of any other Revolving Credit Lender Bank to make such pro rata portion available to the Agent for the account Issuing Lender. Furthermore, in the event of the failure by the Borrower to pay the Gap Interest required under the proviso to Section 3.6(a) hereof, each of the Revolving Credit Lenders shall pay to Agent for the account of Issuing Lender, within one Business Day following receipt from Agent of written request thereof, its pro rata portion of said Gap Interest, excluding any portion thereof attributable to the Applicable MarginAgent. (d) Nothing in this Agreement shall be construed to require or authorize any Lender Bank to issue any Letter of Credit, it being recognized that the Issuing Lender Agent shall be the sole issuer of Letters of Credit under this Agreement.

Draws and Demands for Payment Under Letters of Credit. (a) Borrower The Company and each applicable Account Party agree to pay to the Agent for the account of the Issuing LenderAgent, on the day on which the Issuing Lender Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Issuing Lender Agent in respect of such draft or other demand under such Letter of Credit and all reasonable expenses paid or incurred by the Issuing Lender Agent relative thereto. Unless Borrower the Company or the applicable Account Party shall have made such payment to the Agent for the account of the Issuing Lender on such day, upon each such payment by the Issuing Lender, (i) in the case of Standby Letters of Credit: Agent, the Agent shall be deemed to have disbursed to Borrower the Company or the applicable Account Party, and Borrower the Company or the applicable Account Party shall be deemed to have elected to substitute for its Reimbursement Obligationreimbursement obligation, in the case of Standby with respect to Letters of CreditCredit denominated in Dollars, a Prime-based Advance of the Revolving Credit and, with respect to Letters of Credit denominated in any Alternative Currency, a Eurocurrency-based Advance of the Revolving Credit in the applicable Alternative Currency with an Interest Period Period, commencing three (3) business Business Days following the date of Issuing Lender’s Agent's payment pursuant to the applicable Letter of Credit, of one month (or, if unavailable, such other Interest Period as selected by Agent in its sole discretion), in each case from for the Revolving Credit Lenders account of the Banks in an amount equal to the amount so paid by the Issuing Lender in respect of such draft or other demand under such Letter of Credit; and (ii) in the case of Documentary Letters of Credit: Borrower or the applicable Account Party shall be deemed to have elected to substitute for its Reimbursement Obligation, in the case of Documentary Letters of Credit, (x) a Prime-based Advance of the Swing Line or (y) a Eurocurrency-based Advance of the Swing Line with an Interest Period commencing on the Business Days following the date of Issuing Lender’s payment pursuant to the applicable Letter of Credit, of one (1) month (or, if unavailable, such lesser number of days as selected by the Swing Line Revolving Credit Lender in its sole discretion), in each case from the Swing Line Revolving Credit Lender in an amount equal to the amount so paid by the Issuing Lender Agent in respect of such draft or other demand under such Letter of Credit. In either case, any such Such Prime-based Advance or Eurocurrency-based Advance shall be deemed disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Advance set forth in Article 2 hereof, Section 3 hereof and, to the extent of the Advance Advances so disbursed, the Reimbursement Obligation reimbursement obligation of Borrower the Company or the applicable Account Party to the Agent under this Section 3.6 shall (unless, taking into account any such deemed Advances, the aggregate outstanding principal amount of Advances of the Revolving Credit and the Swing Line on such date exceed the then applicable Revolving Credit Aggregate Commitment) be deemed satisfied, provided that, with respect to any such Eurocurrency-based Advance of the Revolving Credit deemed to have been made hereunder, Company or the applicable Permitted Borrower shall also be obligated to pay to the Agent, for Issuing Lender’s Agent's sole account, interest on the aggregate amount paid by the Issuing Lender Agent under the applicable draft or other demand for payment at Issuing Lender’s Agent's aggregate marginal cost (including the cost of maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Issuing Lender Agent as a result of such failure to deliver funds hereunder) of carrying such amount plus the Applicable Margin then in effect for Eurocurrency-based Advances, from the date of Issuing Lender’s Agent's payment pursuant to any Letter of Credit to the date of the commencement of the Interest Period for the applicable Eurocurrency-based Advance deemed to have been made, as aforesaid, such interest (the “"Gap Interest”") to be due and payable on the last day of the initial Interest Period established for such deemed Advance. (b) If the Issuing Lender Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, the Issuing Lender Agent shall provide notice thereof to Borrower the Company and the applicable Account Party on the date such draft or demand is honored, and, and to each Revolving Credit Lender Bank on such date unless Borrower the Company or applicable Account Party shall have satisfied its Reimbursement Obligation reimbursement obligation under Section 3.6(a) hereof by payment to the Agent on such date. The Issuing Lender Agent shall further use reasonable efforts to provide notice to Borrower the Company or applicable Account Party prior to honoring any such draft or other demand for payment, but such notice, or the failure to provide such notice, shall not affect the rights or obligations of the Issuing Lender Agent with respect to any Letter of Credit or the rights and obligations of the parties hereto, including without limitation the obligations of Borrower the Company or applicable Account Party under Section 3.6(a) hereof. (c) Upon issuance by the Issuing Lender Agent of each Letter of Credit hereunderhereunder (except in respect of any Letter of Credit issued after Agent has obtained actual knowledge that an Event of Default has occurred and is continuing), each Revolving Credit Lender Bank shall automatically acquire a pro rata risk participation interest in such Letter of Credit and each related Letter of Credit Payment based on its respective Revolving Credit Percentage. Each Bank, and (i) on the date a draft or demand under any Standby Letter of Credit is honoredhonored (or the next succeeding Business Day if the notice required to be given by Agent to the Banks under Section 3.6(b) hereof is not given to the Banks prior to 2:00 p.m. (Detroit time) on such date of draft or demand) or three (3) Business Days thereafter in respect of draws or demands under Letters of Credit issued in any Alternative Currency, each Revolving Credit Lender shall make its Revolving Credit Percentage share of the amount paid by the Issuing LenderAgent, and not reimbursed by Borrower the Company or the applicable Account Party, by payment to the Agent Party on such day, available in the applicable Permitted Currency and in immediately available funds at the principal office of the Agent for the account of the Issuing Lender and (ii) on the date a draft or demand under any Documentary Letter of Credit is honored and not reimbursed by Borrower or the applicable Account Party, the Swing Line Lender shall be deemed to have made an Advance of the Swing Line, as aforesaid, and each Revolving Credit Lender shall make its Revolving Credit Percentage Share of such unreimbursed amount, by payment to the Agent (for the account of the Issuing Lender) on such day, available in immediately available funds at the principal office of the Agent for the account of the Issuing Lender as an Advance of the Revolving Credit or purchase of a participation interest in a Refunded Swing Line Advance pursuant to Section 2.5(d) hereof or otherwiseAgent. Notwithstanding the foregoing, however, no Revolving Credit Lender shall acquire a pro rata risk participation in a Letter of Credit or related Letter of Credit Payment if the Issuing Lender was notified prior to the issuance thereof that the Agent had received written notice from a Revolving Credit Lender specifically stating that such Revolving Credit Lender believed that one or more of the conditions precedent to the issuance of Letters of Credit were not be satisfied and, in fact, such conditions precedent were not satisfied at the time of the issuance of such Letter of Credit; provided, however that each Revolving Credit Lender shall acquire a pro rata risk participation in such Letter of Credit and the related Letter of Credit Payment upon the earlier to occur of (x) the date on which the Revolving Credit Lender notifies the Agent that such prior notice is withdrawn and (y) the date on which all conditions precedent to the issuing of such Letter of Credit have been satisfied (or waived by the Majority Revolving Credit Lenders or all Revolving Credit Lenders, as applicable). In the case of clause (i) or clause (ii) above, if If and to the extent such Revolving Credit Lender Bank shall not have made such amount pro rata portion available to the Agent, then each such Revolving Credit Lender or Bank, the Swing Line Revolving Credit Lender, as Company and the case may be, and Borrower agrees applicable Account Party severally agree to pay to the Issuing Lender Agent forthwith on demand such amount together with interest thereon, for each day from the date such amount was paid by the Issuing Lender Agent until such amount is so made available to the Agent for the account of the Issuing Lender at a per annum rate equal to the interest rate applicable during such period to the related Advance deemed to have been disbursed under Section 3.6(a) in respect of the Reimbursement Obligation reimbursement obligation of Borrower or the Company and the applicable Account Party, as set forth in Section 2.4(c)(i) or 2.4(c)(ii) hereof, as the case may be. If such Revolving Credit Lender Bank shall pay such amount to the Agent for the account of the Issuing Lender together with such interest, such amount so paid shall be deemed to constitute an Advance of the Revolving Credit (in the case of Standby Letters of Credit under clause (i) above) or an Advance of the Swing Line (in the case of Documentary Letters of Credit under clause (ii) above, which refund shall be refunded by an Advance of the Revolving Credit), as the case may be, by such Revolving Credit Lender Bank disbursed in respect of the Reimbursement Obligation reimbursement obligation of Borrower the Company or applicable Account Party under Section 3.6(a) hereof for purposes of this Agreement, effective as of the date such amount was paid by the Issuing Lenderdates applicable under said Section 3.6(a). The failure of any Revolving Credit Lender Bank to make its pro rata portion of any such amount paid by the Issuing Lender Agent available under clause (i) above to the Agent for the account of the Issuing Lender shall not relieve any other Revolving Credit Lender Bank of its obligation to make available its pro rata portion of such amount, but no Revolving Credit Lender Bank shall be responsible for failure of any other Revolving Credit Lender Bank to make such pro rata portion available to the Agent for the account Issuing LenderAgent. Furthermore, in the event of the failure by Company or the Borrower Permitted Borrowers to pay the Gap Interest required under the proviso to Section 3.6(a) hereof, each of the Revolving Credit Lenders Banks shall pay to Agent for the account of Issuing LenderAgent, within one Business Day following receipt from Agent of written request thereoftherefor, its pro rata portion of said Gap Interest, excluding any portion thereof attributable to the Applicable Margin. (d) Nothing in this Agreement shall be construed to require or authorize any Lender Bank to issue any Letter of Credit, it being recognized that the Issuing Lender Agent shall be the sole issuer of Letters of Credit under this Agreement.

Draws and Demands for Payment Under Letters of Credit. (a) Borrower The Company and each applicable Account Party agree to pay to the Agent for the account of the Issuing LenderBank, on the day on which the Issuing Lender Bank shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Issuing Lender Bank in respect of such draft or other demand under such Letter of Credit and all reasonable expenses paid or incurred by the Issuing Lender Bank relative thereto. Unless Borrower the Company or the applicable Account Party shall have made such payment to the Agent for the account of the Issuing Lender Bank on such day, upon each such payment by the Issuing Lender, (i) in the case of Standby Letters of Credit: Bank, the Agent shall be deemed to have disbursed to Borrower or the applicable Account PartyCompany, and Borrower or the applicable Account Party Company shall be deemed to have elected to substitute for its Reimbursement Obligation, in the case of Standby Letters of Credit, a Prime-based Advance of the Revolving Credit with an Interest Period commencing three (3) business Days following the date of Issuing Lender’s payment pursuant to the applicable Letter of Credit, of one month (or, if unavailable, such other Interest Period as selected by Agent in its sole discretion), in each case from the Revolving Credit Lenders Banks in an amount equal to the amount so paid by the Issuing Lender in respect of such draft or other demand under such Letter of Credit; and (ii) in the case of Documentary Letters of Credit: Borrower or the applicable Account Party shall be deemed to have elected to substitute for its Reimbursement Obligation, in the case of Documentary Letters of Credit, (x) a Prime-based Advance of the Swing Line or (y) a Eurocurrency-based Advance of the Swing Line with an Interest Period commencing on the Business Days following the date of Issuing Lender’s payment pursuant to the applicable Letter of Credit, of one (1) month (or, if unavailable, such lesser number of days as selected by the Swing Line Revolving Credit Lender in its sole discretion), in each case from the Swing Line Revolving Credit Lender in an amount equal to the amount so paid by the Issuing Lender Bank in respect of such draft or other demand under such Letter of Credit. In either case, any such Such Prime-based Advance shall be disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Advance set forth in Article 2 hereof, hereof and, to the extent of the Prime-based Advance so disbursed, the Reimbursement Obligation of Borrower the Company or the applicable Account Party to the Agent under this Section 3.6 shall (unless, taking into account any such deemed Advances, the aggregate outstanding principal amount of Advances of the Revolving Credit and the Swing Line on such date exceed the then applicable Revolving Credit Aggregate Commitment) be deemed satisfied, provided that, with respect to any such Eurocurrency-based Advance of the Revolving Credit deemed to have been made hereunder, the Borrower shall also be obligated to pay to the Agent, for Issuing Lender’s sole account, interest on the aggregate amount paid by the Issuing Lender under the applicable draft or other demand for payment at Issuing Lender’s aggregate marginal cost (including the cost of maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Issuing Lender as a result of such failure to deliver funds hereunder) of carrying such amount plus the Applicable Margin then in effect for Eurocurrency-based Advances, from the date of Issuing Lender’s payment pursuant to any Letter of Credit to the date of the commencement of the Interest Period for the applicable Eurocurrency-based Advance deemed to have been made, as aforesaid, such interest (the “Gap Interest”) to be due and payable on the last day of the initial Interest Period established for such deemed Advance. (b) If the Issuing Lender Bank shall honor a draft or other demand for payment presented or made under any Letter of Credit, the Issuing Lender Bank shall provide notice thereof to Borrower the Company and the applicable Account Party on the date such draft or demand is honored, and, and to each Revolving Credit Lender Bank on such date unless Borrower the Company or applicable Account Party shall have satisfied its Reimbursement Obligation under Section 3.6(a) hereof by payment to the Agent on such date. The Issuing Lender Bank shall further use reasonable efforts to provide notice to Borrower the Company or applicable Account Party prior to honoring any such draft or other demand for payment, but such notice, or the failure to provide such notice, shall not affect the rights or obligations of the Issuing Lender Bank with respect to any Letter of Credit or the rights and obligations of the parties hereto, including without limitation the obligations of Borrower the Company or applicable Account Party under Section 3.6(a) hereof. (c) Upon issuance by the Issuing Lender Bank of each Letter of Credit hereunder, each Revolving Credit Lender Bank shall automatically acquire a pro rata risk participation interest in such Letter of Credit and related Letter of Credit Payment based on its respective Revolving Credit Percentage. Each Bank, and (i) on the date a draft or demand under any Standby Letter of Credit is honored, each Revolving Credit Lender shall make its Revolving Credit Percentage share of the amount paid by the Issuing LenderBank, and not reimbursed by Borrower the Company or the applicable Account Party, Party by payment to the Agent on such day, available in immediately available funds at the principal office of the Agent for the account of the Issuing Lender and (ii) on the date a draft or demand under any Documentary Letter of Credit is honored and not reimbursed by Borrower or the applicable Account Party, the Swing Line Lender shall be deemed to have made an Advance of the Swing Line, as aforesaid, and each Revolving Credit Lender shall make its Revolving Credit Percentage Share of such unreimbursed amount, by payment to the Agent (for the account of the Issuing Lender) on such day, available in immediately available funds at the principal office of the Agent for the account of the Issuing Lender as an Advance of the Revolving Credit or purchase of a participation interest in a Refunded Swing Line Advance pursuant to Section 2.5(d) hereof or otherwiseBank. Notwithstanding the foregoing, however, no Revolving Credit Lender shall acquire a pro rata risk participation in a Letter of Credit or related Letter of Credit Payment if the Issuing Lender was notified prior to the issuance thereof that the Agent had received written notice from a Revolving Credit Lender specifically stating that such Revolving Credit Lender believed that one or more of the conditions precedent to the issuance of Letters of Credit were not be satisfied and, in fact, such conditions precedent were not satisfied at the time of the issuance of such Letter of Credit; provided, however that each Revolving Credit Lender shall acquire a pro rata risk participation in such Letter of Credit and the related Letter of Credit Payment upon the earlier to occur of (x) the date on which the Revolving Credit Lender notifies the Agent that such prior notice is withdrawn and (y) the date on which all conditions precedent to the issuing of such Letter of Credit have been satisfied (or waived by the Majority Revolving Credit Lenders or all Revolving Credit Lenders, as applicable). In the case of clause (i) or clause (ii) above, if If and to the extent such Revolving Credit Lender Bank shall not have made such amount pro rata portion available to the Agent, then each such Revolving Credit Lender or Bank, the Swing Line Revolving Credit Lender, as Company and the case may be, and Borrower agrees applicable Account Party severally agree to pay to the Issuing Lender Bank forthwith on demand such amount together with interest thereon, for each day from the date such amount was paid by the Issuing Lender Bank until such amount is so made available to the Agent for the account of the Issuing Lender Bank at a per annum rate equal to the interest rate applicable during such period to the related Advance disbursed under Section 3.6(a) in respect of the Reimbursement Obligation of Borrower or the Company and the applicable Account Party. If such Revolving Credit Lender Bank shall pay such amount to the Agent for the account of the Issuing Lender Bank together with such interest, such amount so paid shall constitute an a Prime-based Advance of the Revolving Credit (in the case of Standby Letters of Credit under clause (i) above) or an Advance of the Swing Line (in the case of Documentary Letters of Credit under clause (ii) above, which refund shall be refunded by an Advance of the Revolving Credit), as the case may be, by such Revolving Credit Lender Bank disbursed in respect of the Reimbursement Obligation of Borrower the Company or applicable Account Party under Section 3.6(a) for purposes of this Agreement, effective as of the date such amount was paid by the Issuing LenderBank. The failure of any Revolving Credit Lender Bank to make its pro rata portion of any such amount paid by the Issuing Lender Bank available under clause (i) above to the Agent for the account of the Issuing Lender Bank shall not relieve any other Revolving Credit Lender Bank of its obligation to make available its pro rata portion of such amount, but no Revolving Credit Lender Bank shall be responsible for failure of any other Revolving Credit Lender Bank to make such pro rata portion available to the Agent for the account Issuing Lender. Furthermore, in the event of the failure by the Borrower to pay the Gap Interest required under the proviso to Section 3.6(a) hereof, each of the Revolving Credit Lenders shall pay to Agent for the account of Issuing Lender, within one Business Day following receipt from Agent of written request thereof, its pro rata portion of said Gap Interest, excluding any portion thereof attributable to the Applicable MarginBank. (d) Nothing in this Agreement shall be construed to require or authorize any Lender Bank other than the Issuing Bank to issue any Letter of Credit, it being recognized that the Issuing Lender Bank shall be the sole issuer of Letters of Credit under this Agreement.