Common use of Letter of Credit Disbursements Clause in Contracts

Letter of Credit Disbursements. (A) If the Administrative Agent has not received from the Borrowers the payment permitted pursuant to paragraph (B) of this Section 2.1(d)(iv) by 11:00 a.m., Cleveland time, on the date on which the Issuing Bank has notified the Borrowers that payment of a draft presented under any Letter of Credit will be made, as provided in such paragraph (B), the Administrative Agent shall promptly notify the Issuing Bank and each other Bank of the disbursement to be made under such Letter of Credit and, in the case of each Bank, its Ratable Share of such disbursement. Each Bank shall pay to the Administrative Agent, not later than 1:00 P.M., Cleveland time, on such date (or, if the Issuing Bank shall elect to defer reimbursement from the Banks hereunder, such later date as the Issuing Bank shall specify by notice to the Administrative Agent and the Banks), such Bank's Ratable Share of such disbursement, which the Administrative Agent shall promptly pay to the Issuing Bank. The Administrative Agent will promptly remit to each Bank its share of any amount subsequently received by the Administrative Agent from the Borrowers in respect of such disbursement; provided that amounts so received for the account of any Bank -------- prior to payment by such Bank of amounts required to be paid by it hereunder in respect of any disbursement shall be remitted to the Issuing Bank. (B) If the Issuing Bank shall receive any draft presented under any Letter of Credit, the Issuing Bank shall give notice thereof as provided in paragraph (C) below. If the Issuing Bank shall pay any draft presented under a Letter of Credit, the Borrowers may (but shall not be required to) pay to the Administrative Agent, for the account of the Issuing Bank, an amount equal to the amount of such draft before 11:00 A.M., Cleveland time, on the Banking Day on which the Issuing Bank shall have notified the Borrowers that payment of such draft will be made. The Administrative Agent will promptly pay any such amounts received by it to the Issuing Bank. (C) The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit to ascertain that the same appear on their face to be in substantial conformity with the terms and conditions of such Letter of Credit. The Issuing Bank shall as promptly as reasonably practicable give oral notification, confirmed in writing, to the Administrative Agent and the Borrowers of such demand for payment and the determination by the Issuing Bank as to whether such demand for payment was in accordance with the terms and conditions of such Letter of Credit and whether the Issuing Bank has made or will make a disbursement thereunder, provided that the failure to give such notice shall not relieve the Borrowers of their obligation to reimburse such disbursement, and the Administrative Agent shall promptly give each Bank notice thereof. (D) Any amounts paid by the Issuing Bank on any Letter of Credit shall be deemed to be a Reducing Loan for all purposes of this Agreement and shall bear interest from the date of payment by the Issuing Bank at the rates provided in Section 3.1 until paid in full.

Letter of Credit Disbursements. (Aa) If the Administrative Agent has not received from the Borrowers Borrower the payment permitted pursuant to paragraph (Bb) of this Section 2.1(d)(iv) 3.4 by 11:00 a.m., Cleveland Boston time, on the date on which the Issuing Bank has notified the Borrowers Borrower that payment of a draft presented under any Letter of Credit will be made, as provided in such paragraph (Bb), the Administrative Agent shall promptly notify the Issuing Bank and each other Bank Lender of the disbursement to be made under such Letter of Credit Disbursement and, in the case of each BankRevolving Credit Lender, its Ratable Share Revolving Credit Commitment Percentage of such disbursementLetter of Credit Disbursement. Each Bank Revolving Credit Lender shall promptly pay to the Administrative Agent, not later than 1:00 P.M., Cleveland time, on such date Agent (or, if the Issuing Bank shall elect to defer reimbursement from the Banks Revolving Credit Lenders hereunder, at such later date time as the Issuing Bank shall specify by notice to the Administrative Agent and the BanksRevolving Credit Lenders), such BankRevolving Credit Lender's Ratable Share Revolving Credit Commitment Percentage of such disbursementLetter of Credit Disbursement, which the Administrative Agent shall promptly pay to the Issuing Bank. The Administrative Agent will promptly remit to each Bank Revolving Credit Lender its share of any amount amounts subsequently received by the Administrative Agent or the Issuing Bank from the Borrowers Borrower in respect of such disbursementLetter of Credit Disbursement; provided that amounts so received for the account of any Bank -------- Revolving Credit Lender prior to payment by such Bank Lender of amounts required to be paid by it hereunder in respect of any disbursement Revolving Credit Disbursement shall be remitted to the Issuing Bank. (Bb) If the Issuing Bank shall receive any draft presented under any Letter of Credit, the Issuing Bank shall give notice thereof as provided in paragraph (Cc) below. If the Issuing Bank shall pay any draft presented under a Letter of Credit, the Borrowers Borrower may (but shall not be required to) pay to the Administrative Agent, for the account of the Issuing Bank, an amount equal to the amount of such draft before 11:00 A.M.noon, Cleveland Boston time, on the Banking Business Day on which the Issuing Bank shall have notified the Borrowers Borrower that payment of such draft will be made. The Administrative Agent will promptly pay any such amounts received by it to the Issuing Bank. If the Borrower shall not elect to make such payment, the Borrower shall pay to the Agent, on 61 -53- behalf of the Issuing Bank, an amount equal to the Letter of Credit Disbursement made by the Issuing Bank, together with interest thereon at the rate then applicable to Base Rate Loans pursuant to Section 2.7 from and including the date of such Letter of Credit Disbursement to but excluding the date of payment, on or prior to the date one Business Day following the date of such Letter of Credit Disbursement. (Cc) The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit to ascertain that the same appear on their face to be in substantial conformity with the terms and conditions of such Letter of Credit. The Issuing Bank shall as promptly as reasonably practicable give oral notification, confirmed in writing, to the Administrative Agent and the Borrowers Borrower of such demand for payment and the determination by the Issuing Bank as to whether such demand for payment was in accordance with the terms and conditions of such Letter of Credit and whether the Issuing Bank has made or will make a disbursement Letter of Credit Disbursement thereunder, provided that the failure to give such notice shall not relieve the Borrowers Borrower of their its obligation to reimburse such disbursementLetter of Credit Disbursement, and the Administrative Agent shall promptly give each Bank Revolving Credit Lender notice thereof. (D) Any amounts paid by the Issuing Bank on any Letter of Credit shall be deemed to be a Reducing Loan for all purposes of this Agreement and shall bear interest from the date of payment by the Issuing Bank at the rates provided in Section 3.1 until paid in full.

Letter of Credit Disbursements. (A) If The Issuer will notify Greektown Holdings and the Administrative Agent has not received from promptly of the Borrowers the payment permitted pursuant to paragraph (B) of this Section 2.1(d)(iv) by 11:00 a.m., Cleveland time, on the date on which the Issuing Bank has notified the Borrowers that presentment for payment of a draft presented under any Letter of Credit, together with notice of the date (the “Letter of Credit will Disbursement Date”) such payment shall be mademade (each such payment, as provided in such paragraph (Ba “Letter of Credit Disbursement”). Immediately thereafter, the Administrative Agent shall promptly notify the Issuing Bank give telephonic and each other Bank of the disbursement to be made under such Letter of Credit and, in the case of each Bank, its Ratable Share of such disbursement. Each Bank shall pay to the Administrative Agent, not later than 1:00 P.M., Cleveland time, on such date (or, if the Issuing Bank shall elect to defer reimbursement from the Banks hereunder, such later date as the Issuing Bank shall specify by facsimile notice to the Administrative Agent Revolving Lenders of the presentation of such sight draft, the amount of such sight draft, the date on which payment thereon has been or will be made, and the Banks), Percentage of each such Bank's Ratable Share Revolving Lender in the amount of such disbursementsight draft together with a copy of the sight draft and accompanying documents. A copy of such sight draft, which together with such accompanying documents, shall, for purposes of this Agreement, be deemed to be a Borrowing Request for a Revolving Loan to each of the Administrative Agent Revolving Lenders which, on the date of such Borrowing, shall promptly pay bear interest at the Base Rate. Subject to the Issuing Bank. The Administrative Agent will promptly remit to each Bank its share of any amount subsequently received by the Administrative Agent from the Borrowers in respect terms and provisions of such disbursement; provided that amounts so received for the account of any Bank -------- prior to payment by such Bank of amounts required to be paid by it hereunder in respect of any disbursement shall be remitted to the Issuing Bank. (B) If the Issuing Bank shall receive any draft presented under any Letter of Credit, the Issuing Bank Issuer shall give notice thereof as provided in paragraph make such Letter of Credit Disbursement to the beneficiary (Cor its designee) below. If the Issuing Bank shall pay any draft presented under a of such Letter of Credit. Prior to 2:00 p.m., New York City time, on the first Business Day following the date on which notice was given by the Administrative Agent to the Revolving Lenders, the Borrowers may (but Revolving Lenders shall not be required to) pay advance as an obligatory advance hereunder a Revolving Loan to the Administrative AgentAgent (whether or not the Borrowers have satisfied the conditions set forth in Article VI of this Agreement), for the account of the Issuing BankIssuer, in an amount equal to such Revolving Lender’s Percentage of the amount of such draft before 11:00 A.M., Cleveland time, on the Banking Day on which the Issuing Bank shall have notified the Borrowers that payment of such draft will be made. The Administrative Agent will promptly pay any such amounts received by it to the Issuing Bank. (C) The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment Issuer has disbursed under a Letter of Credit to ascertain that the same appear on their face to be in substantial conformity with the terms and conditions of such Letter of Credit, together with interest thereon at a rate per annum then in effect for Base Rate Loans (with the Applicable Base Rate Margin accruing on such amount) pursuant to Section 3.2 for the period from the Letter of Credit Disbursement Date through the date of such reimbursement. The Issuing Bank Revolving Loans made pursuant to this Section 2.6.2 shall as promptly as reasonably practicable give oral notification, confirmed in writing, be applied to the Administrative Agent and the Borrowers payment of such demand sight draft (and at the election of the Issuer be advanced directly to the beneficiary) and shall not be used for payment any other purpose. Without limiting in any way the foregoing and notwithstanding anything to the determination contrary contained herein or in any separate application for any Letter of Credit, each Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Letter of Credit Disbursement by means of a Borrowing of Revolving Loans made pursuant to this Section 2.6.2. Upon the occurrence and during the continuance of an Event of Default under Section 9.1.9, all amounts payable by the Issuing Bank as Revolving Lenders pursuant to whether this Section 2.6.2 shall be deemed to be the funding to the Issuer of each such demand for payment was in accordance with the terms and conditions Revolving Lender’s Percentage of such Letter of Credit and whether the Issuing Bank has made or will make a disbursement thereunder, provided that the failure to give such notice shall not relieve the Borrowers of their obligation to reimburse such disbursement, and the Administrative Agent shall promptly give each Bank notice thereofReimbursement Obligation in accordance with Section 2.6.1. (D) Any amounts paid by the Issuing Bank on any Letter of Credit shall be deemed to be a Reducing Loan for all purposes of this Agreement and shall bear interest from the date of payment by the Issuing Bank at the rates provided in Section 3.1 until paid in full.

Letter of Credit Disbursements. (A) If The Issuer will notify the Borrower and the Administrative Agent has not received from promptly of the Borrowers the payment permitted pursuant to paragraph (B) of this Section 2.1(d)(iv) by 11:00 a.m., Cleveland time, on the date on which the Issuing Bank has notified the Borrowers that presentment for payment of a draft presented under any Letter of Credit, together with notice of the date (the “Letter of Credit will Disbursement Date”) such payment shall be mademade (each such payment, as provided in such paragraph (Ba “Letter of Credit Disbursement”). Immediately thereafter, the Administrative Agent shall promptly notify give telephonic and facsimile notice to the Issuing Bank and each other Bank Revolving Lenders of the disbursement presentation of such sight draft, the amount of such sight draft, the date on which payment thereon has been or will be made, and the Percentage of each Revolving Lender in the amount of such sight draft together with a copy of the sight draft and accompanying documents. A copy of such sight draft, together with such accompanying documents, shall, for purposes of this Agreement, be deemed to be made an Borrowing Request for a Revolving Loan to each of the Revolving Lenders. Subject to the terms and provisions of such Letter of Credit, the Issuer shall make such Letter of Credit Disbursement to the beneficiary (or its designee) of such Letter of Credit. Prior to 11:00 a.m. Pacific time on the first Business Day following the date on which notice was given by the Administrative Agent to the Revolving Lenders, the Revolving Lenders shall advance as an obligatory advance hereunder a Revolving Loan to the Administrative Agent (whether or not the Borrower has satisfied the conditions set forth in Article V of this Agreement), for the account of the Issuer, in an amount equal to such Revolving Lender’s Percentage of the amount which the Issuer has disbursed under such Letter of Credit, together with interest thereon for the period from the Letter of Credit and, in Disbursement Date through the case of each Bank, its Ratable Share date of such disbursementreimbursement. Each Bank The Revolving Loans made pursuant to this Section 2.4.2 shall pay be applied to the Administrative Agent, not later than 1:00 P.M., Cleveland time, on payment of such date sight draft (or, if and at the Issuing Bank shall elect to defer reimbursement from election of the Banks hereunder, such later date as the Issuing Bank shall specify by notice Issuer be advanced directly to the Administrative Agent beneficiary) and shall not be used for any other purpose. Without limiting in any way the Banks), such Bank's Ratable Share of such disbursement, which the Administrative Agent shall promptly pay foregoing and notwithstanding anything to the Issuing Bank. The Administrative Agent will promptly remit to each Bank its share of contrary contained herein or in any amount subsequently received by the Administrative Agent from the Borrowers in respect of such disbursement; provided that amounts so received separate application for the account of any Bank -------- prior to payment by such Bank of amounts required to be paid by it hereunder in respect of any disbursement shall be remitted to the Issuing Bank. (B) If the Issuing Bank shall receive any draft presented under any Letter of Credit, the Issuing Bank Borrower hereby acknowledges and agrees that it shall give notice thereof as provided in paragraph (C) below. If be obligated to reimburse the Issuing Bank shall pay any draft presented under a Letter of Credit, the Borrowers may (but shall not be required to) pay to the Administrative Agent, for the account of the Issuing Bank, an amount equal to the amount of such draft before 11:00 A.M., Cleveland time, on the Banking Day on which the Issuing Bank shall have notified the Borrowers that payment of such draft will be made. The Administrative Agent will promptly pay any such amounts received by it to the Issuing Bank. (C) The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Issuer upon each Letter of Credit Disbursement by means of a Borrowing of Revolving Loans made pursuant to ascertain that this Section 2.4.2. Upon the same appear on their face occurrence and during the continuance of any Default of the type described in Section 8.1.9, all Revolving Loans made by any Revolving Lender pursuant to be in substantial conformity with the terms and conditions of such Letter of Credit. The Issuing Bank shall as promptly as reasonably practicable give oral notification, confirmed in writing, to the Administrative Agent and the Borrowers of such demand for payment and the determination by the Issuing Bank as to whether such demand for payment was in accordance with the terms and conditions of such Letter of Credit and whether the Issuing Bank has made or will make a disbursement thereunder, provided that the failure to give such notice shall not relieve the Borrowers of their obligation to reimburse such disbursement, and the Administrative Agent shall promptly give each Bank notice thereof. (D) Any amounts paid by the Issuing Bank on any Letter of Credit this Section 2.4.2 shall be deemed to be a Reducing Loan for all purposes such Revolving Lender’s Letter of this Agreement and shall bear interest from the date of payment by the Issuing Bank at the rates provided Credit Reimbursement Obligations in accordance with Section 3.1 until paid in full2.4.3.

Letter of Credit Disbursements. (Aa) If the Administrative Agent has not received from the Borrowers Borrower the payment permitted pursuant to paragraph (Bb) of this Section 2.1(d)(iv) 3.4 by 11:00 a.m., Cleveland Boston time, on the date on which the Issuing Bank has notified the Borrowers Borrower that payment of a draft presented under any Letter of Credit will be made, as provided in such paragraph (Bb), the Administrative Agent shall promptly notify the Issuing Bank and each other Bank Lender of the disbursement to be made under such Letter of Credit Disbursement and, in the case of each BankRevolving Credit Lender, its Ratable Share Revolving Credit Commitment Percentage of such disbursementLetter of Credit Disbursement. Each Bank Revolving Credit Lender shall promptly pay to the Administrative Agent, not later than 1:00 P.M., Cleveland time, on such date Agent (or, if the Issuing Bank shall elect to defer reimbursement from the Banks Revolving Credit Lenders hereunder, at such later date time as the Issuing Bank shall specify by notice to the Administrative Agent and the BanksRevolving Credit Lenders), such BankRevolving Credit Lender's Ratable Share Revolving Credit Commitment Percentage of such disbursementLetter of Credit Disbursement, which the Administrative Agent shall promptly pay to the Issuing Bank. The Administrative Agent will promptly remit to each Bank Revolving Credit Lender its share of any amount amounts subsequently received by the Administrative Agent from the Borrowers Borrower in respect of such disbursementLetter of Credit Disbursement; provided PROVIDED that amounts so received for the account of any Bank -------- Revolving Credit Lender prior to payment by such Bank Lender of amounts required to be paid by it hereunder in respect of any disbursement Revolving Credit Disbursement shall be remitted to the Issuing Bank. (Bb) If the Issuing Bank shall receive any draft presented under any Letter of Credit, the Issuing Bank shall give notice thereof as provided in paragraph PARAGRAPH (Cc) below. If the Issuing Bank shall pay any draft presented under a Letter of Credit, the Borrowers Borrower may (but shall not be required to) pay to the Administrative Agent, for the account of the Issuing Bank, an amount equal to the amount of such draft before 11:00 A.M.noon, Cleveland Boston time, on the Banking Business Day on which the Issuing Bank shall have notified the Borrowers Borrower that payment of such draft will be made. The Administrative Agent will promptly pay any such amounts received by it to the Issuing Bank. If the Borrower shall not elect to make such payment, the Borrower shall pay to the Agent, on behalf of the Issuing Bank, an amount equal to the Letter of Credit Disbursement made by the Issuing Bank, together with interest thereon at the rate then applicable to Base Rate Loans pursuant to SECTION 2.7 from and including the date of such Letter of Credit Disbursement to but excluding the date of payment, on or prior to the date one Business Day following the date of such Letter of Credit Disbursement. (Cc) The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit to ascertain that the same appear on their face to be in substantial conformity with the terms and conditions of such Letter of Credit. The Issuing Bank shall as promptly as reasonably practicable give oral notification, confirmed in writing, to the Administrative Agent and the Borrowers Borrower of such demand for payment and the determination by the Issuing Bank as to whether such demand for payment was in accordance with the terms and conditions of such Letter of Credit and whether the Issuing Bank has made or will make a disbursement thereunder, provided that the failure to give such notice shall not relieve the Borrowers of their obligation to reimburse such disbursement, and the Administrative Agent shall promptly give each Bank notice thereof. (D) Any amounts paid by the Issuing Bank on any Letter of Credit shall be deemed to be a Reducing Loan for all purposes of this Agreement and shall bear interest from the date of payment by the Issuing Bank at the rates provided in Section 3.1 until paid in full.such

Letter of Credit Disbursements. (A) If the Administrative Agent has not received from the Borrowers the payment permitted pursuant to paragraph (B) of this Section 2.1(d)(iv) by 11:00 a.m., Cleveland time, on the date on which the Issuing Bank has notified the Borrowers that payment of a draft presented under any Letter of Credit will be made, as provided in such paragraph (B), the Administrative Agent shall promptly notify the Issuing Bank and each other Bank of the disbursement to be made under such Letter of Credit and, in the case of each Bank, its Ratable Share of such disbursement. Each Bank shall pay to the Administrative Agent, not later than 1:00 P.M., Cleveland time, on such date (or, if the Issuing Bank shall elect to defer reimbursement from the Banks hereunder, such later date as the Issuing Bank shall specify by notice to the Administrative Agent and the Banks), such Bank's Ratable Share of such disbursement, which the Administrative Agent shall promptly pay to the Issuing Bank. The Administrative Agent will promptly remit to each Bank its share of any amount subsequently received by the Administrative Agent from the Borrowers in respect of such disbursement; provided -------- that amounts so received for the account of any Bank -------- prior to payment by such Bank of amounts required to be paid by it hereunder in respect of any disbursement shall be remitted to the Issuing Bank. (B) If the Issuing Bank shall receive any draft presented under any Letter of Credit, the Issuing Bank shall give notice thereof as provided in paragraph (C) below. If the Issuing Bank shall pay any draft presented under a Letter of Credit, the Borrowers may (but shall not be required to) pay to the Administrative Agent, for the account of the Issuing Bank, an amount equal to the amount of such draft before 11:00 A.M., Cleveland time, on the Banking Day on which the Issuing Bank shall have notified the Borrowers that payment of such draft will be made. The Administrative Agent will promptly pay any such amounts received by it to the Issuing Bank. (C) The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit to ascertain that the same appear on their face to be in substantial conformity with the terms and conditions of such Letter of Credit. The Issuing Bank shall as promptly as reasonably practicable give oral notification, confirmed in writing, to the Administrative Agent and the Borrowers of such demand for payment and the determination by the Issuing Bank as to whether such demand for payment was in accordance with the terms and conditions of such Letter of Credit and whether the Issuing Bank has made or will make a disbursement thereunder, provided that the failure to give such notice shall not relieve the Borrowers of their obligation to reimburse such disbursement, and the Administrative Agent shall promptly give each Bank notice thereof. (D) Any amounts paid by the Issuing Bank on any Letter of Credit shall be deemed to be a Reducing Loan for all purposes of this Agreement and shall bear interest from the date of payment by the Issuing Bank at the rates provided in Section 3.1 until paid in full.

Letter of Credit Disbursements. (A) If The Issuer will notify the Borrower and the Administrative Agent has not received from promptly of the Borrowers the payment permitted pursuant to paragraph (B) of this Section 2.1(d)(iv) by 11:00 a.m., Cleveland time, on the date on which the Issuing Bank has notified the Borrowers that presentment for payment of a draft presented under any Letter of Credit, together with notice of the date (the “Letter of Credit will Disbursement Date”) such payment shall be mademade (each such payment, as provided in such paragraph (Ba “Letter of Credit Disbursement”). Immediately thereafter, the Administrative Agent shall promptly notify give telephonic and facsimile notice to the Issuing Bank and each other Bank Revolving A Lenders of the disbursement presentation of such sight draft, the amount of such sight draft, the date on which payment thereon has been or will be made, and the Percentage of each Revolving A Lender in the amount of such sight draft together with a copy of the sight draft and accompanying documents. A copy of such sight draft, together with such accompanying documents, shall, for purposes of this Agreement, be deemed to be made a Borrowing Request for a Revolving A Loan to each of the Revolving A Lenders. Subject to the terms and provisions of such Letter of Credit, the Issuer shall make such Letter of Credit Disbursement to the beneficiary (or its designee) of such Letter of Credit. Prior to 11:00 a.m. Pacific time on the first Business Day following the date on which notice was given by the Administrative Agent to the Revolving A Lenders, the Revolving A Lenders shall advance as an obligatory advance hereunder a Revolving A Loan to the Administrative Agent (whether or not the Borrower has satisfied the conditions set forth in Article V of this Agreement), for the account of the Issuer, in an amount equal to such Revolving A Lender's Percentage of the amount which the Issuer has disbursed under such Letter of Credit, together with interest thereon for the period from the Letter of Credit and, in Disbursement Date through the case of each Bank, its Ratable Share date of such disbursementreimbursement. Each Bank The Revolving A Loans made pursuant to this Section 2.4.2 shall pay be applied to the Administrative Agent, not later than 1:00 P.M., Cleveland time, on payment of such date sight draft (or, if and at the Issuing Bank shall elect to defer reimbursement from election of the Banks hereunder, such later date as the Issuing Bank shall specify by notice Issuer be advanced directly to the Administrative Agent beneficiary) and shall not be used for any other purpose. Without limiting in any way the Banks), such Bank's Ratable Share of such disbursement, which the Administrative Agent shall promptly pay foregoing and notwithstanding anything to the Issuing Bank. The Administrative Agent will promptly remit to each Bank its share of contrary contained herein or in any amount subsequently received by the Administrative Agent from the Borrowers in respect of such disbursement; provided that amounts so received separate application for the account of any Bank -------- prior to payment by such Bank of amounts required to be paid by it hereunder in respect of any disbursement shall be remitted to the Issuing Bank. (B) If the Issuing Bank shall receive any draft presented under any Letter of Credit, the Issuing Bank Borrower hereby acknowledges and agrees that it shall give notice thereof as provided in paragraph (C) below. If be obligated to reimburse the Issuing Bank shall pay any draft presented under a Letter of Credit, the Borrowers may (but shall not be required to) pay to the Administrative Agent, for the account of the Issuing Bank, an amount equal to the amount of such draft before 11:00 A.M., Cleveland time, on the Banking Day on which the Issuing Bank shall have notified the Borrowers that payment of such draft will be made. The Administrative Agent will promptly pay any such amounts received by it to the Issuing Bank. (C) The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Issuer upon each Letter of Credit Disbursement by means of a Borrowing of Revolving A Loans made pursuant to ascertain that this Section 2.4.2. Upon the same appear on their face occurrence and during the continuance of any Default of the type described in Section 8.1.9, all Revolving A Loans made by any Lender pursuant to be in substantial conformity with the terms and conditions of such Letter of Credit. The Issuing Bank shall as promptly as reasonably practicable give oral notification, confirmed in writing, to the Administrative Agent and the Borrowers of such demand for payment and the determination by the Issuing Bank as to whether such demand for payment was in accordance with the terms and conditions of such Letter of Credit and whether the Issuing Bank has made or will make a disbursement thereunder, provided that the failure to give such notice shall not relieve the Borrowers of their obligation to reimburse such disbursement, and the Administrative Agent shall promptly give each Bank notice thereof. (D) Any amounts paid by the Issuing Bank on any Letter of Credit this Section 2.4.2 shall be deemed to be a Reducing Loan for all purposes such Revolving A Lender's Letter of this Agreement and shall bear interest from the date of payment by the Issuing Bank at the rates provided Credit Reimbursement Obligations in accordance with Section 3.1 until paid in full2.4.3.

Letter of Credit Disbursements. (Ai) If the Administrative Agent has not received from the Borrowers Borrower the payment permitted pursuant to paragraph (Bii) of this Section 2.1(d)(iv2.2(d) by 11:00 a.m., Cleveland time, on the date on which the Issuing Bank has notified the Borrowers Borrower that payment of a draft presented under any Letter of Credit will be made, as provided in such paragraph (Bii), the Administrative Agent shall promptly notify the Issuing Bank and each other Bank of the disbursement to be made under such Letter of Credit and, in the case of each Bank, its Ratable Share of such disbursement. Each Bank shall pay to the Administrative Agent, not later than 1:00 P.M., Cleveland time, on such date (or, if the Issuing Bank shall elect to defer reimbursement from the Banks hereunder, such later date as the Issuing Bank shall specify by notice to the Administrative Agent and the Banks), such Bank's Ratable Share of such disbursement, which the Administrative Agent shall promptly pay to the Issuing Bank. The Administrative Agent will promptly remit to each Bank its share of any amount subsequently received by the Administrative Agent from the Borrowers Borrower in respect of such disbursement; provided that amounts so received for the account of any Bank -------- prior to payment by such Bank of amounts required to be paid by it hereunder in respect of any disbursement shall be remitted to the Issuing Bank. (Bii) If the Issuing Bank shall receive any draft presented under any Letter of Credit, the Issuing Bank shall give notice thereof as provided in paragraph (Ciii) below. If the Issuing Bank shall pay any draft presented under a Letter of Credit, the Borrowers Borrower may (but shall not be required to) pay to the Administrative Agent, for the account of the Issuing Bank, an amount equal to the amount of such draft before 11:00 A.M., Cleveland time, on the Banking Day on which the Issuing Bank shall have notified the Borrowers Borrower that payment of such draft will be made. The Administrative Agent will promptly pay any such amounts received by it to the Issuing Bank. (Ciii) The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit to ascertain that the same appear on their face to be in substantial conformity with the terms and conditions of such Letter of Credit. The Issuing Bank shall as promptly as reasonably practicable give oral notification, confirmed in writing, to the Administrative Agent and the Borrowers Borrower of such demand for payment and the determination by the Issuing Bank as to whether such demand for payment was in accordance with the terms and conditions of such Letter of Credit and whether the Issuing Bank has made or will make a disbursement thereunder, provided that the failure to give such notice shall not relieve the Borrowers Borrower of their its obligation to reimburse such disbursement, and the Administrative Agent shall promptly give each Bank notice thereof. (Div) Any amounts paid by the Issuing Bank on any Letter of Credit shall be deemed to be a Reducing Loan for all purposes of this Agreement and shall bear interest from the date of payment by the Issuing Bank at the rates provided in Section 3.1 until paid in full.

Letter of Credit Disbursements. (A) If The Issuer will notify the Borrower and the Administrative Agent has not received from promptly of the Borrowers the payment permitted pursuant to paragraph (B) of this Section 2.1(d)(iv) by 11:00 a.m., Cleveland time, on the date on which the Issuing Bank has notified the Borrowers that presentment for payment of a draft presented under any Letter of Credit, together with notice of the date (the "Letter of Credit will Disbursement Date") such payment shall be mademade (each such payment, as provided in such paragraph (Ba "Letter of Credit Disbursement"). Immediately thereafter, the Administrative Agent shall promptly notify give telephonic and facsimile notice to the Issuing Bank and each other Bank Term A Lenders of the disbursement presentation of such sight draft, the amount of such sight draft, the date on which payment thereon has been or will be made, and the Percentage of each Term A Lender in the amount of such sight draft together with a copy of the sight draft and accompanying documents. A copy of such sight draft, together with such accompanying documents, shall, for purposes of this Agreement, be deemed to be made a Borrowing Request for a Term A Loan to each of the Term A Lenders (which, on the date of such Borrowing, shall bear interest at the Base Rate). Subject to the terms and provisions of such Letter of Credit, the Issuer shall make such Letter of Credit Disbursement to the beneficiary (or its designee) of such Letter of Credit. Prior to 11:00 a.m., New York City time, on the first Business Day following the date on which notice was given by the Administrative Agent to the Term A Lenders, the Term A Lenders shall advance as an obligatory advance hereunder a Term A Loan to the Administrative Agent (whether or not the Borrower has satisfied the conditions set forth in Section 3.2 of the Disbursement Agreement or Article V of this Agreement), for the account of the Issuer, in an amount equal to such Term A Lender's Percentage of the amount which the Issuer has disbursed under such Letter of Credit, together with interest thereon at a rate per annum equal to the rate per annum then in effect for Base Rate Loans (with the then Applicable Base Rate Margin accruing on such amount) pursuant to Section 3.2 for the period from the Letter of Credit and, in Disbursement Date through the case of each Bank, its Ratable Share date of such disbursementreimbursement. Each Bank The Term A Loans made pursuant to this Section 2.6.2 shall pay be applied to the Administrative Agent, not later than 1:00 P.M., Cleveland time, on payment of such date sight draft (or, if and at the Issuing Bank shall elect to defer reimbursement from election of the Banks hereunder, such later date as the Issuing Bank shall specify by notice Issuer be advanced directly to the Administrative Agent beneficiary) and shall not be used for any other purpose. Without limiting in any way the Banks), such Bank's Ratable Share of such disbursement, which the Administrative Agent shall promptly pay foregoing and notwithstanding anything to the Issuing Bank. The Administrative Agent will promptly remit to each Bank its share of contrary contained herein or in any amount subsequently received by the Administrative Agent from the Borrowers in respect of such disbursement; provided that amounts so received separate application for the account of any Bank -------- prior to payment by such Bank of amounts required to be paid by it hereunder in respect of any disbursement shall be remitted to the Issuing Bank. (B) If the Issuing Bank shall receive any draft presented under any Letter of Credit, the Issuing Bank Borrower hereby acknowledges and agrees that it shall give notice thereof as provided in paragraph (C) below. If be obligated to reimburse the Issuing Bank shall pay any draft presented under a Letter of Credit, the Borrowers may (but shall not be required to) pay to the Administrative Agent, for the account of the Issuing Bank, an amount equal to the amount of such draft before 11:00 A.M., Cleveland time, on the Banking Day on which the Issuing Bank shall have notified the Borrowers that payment of such draft will be made. The Administrative Agent will promptly pay any such amounts received by it to the Issuing Bank. (C) The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Issuer upon each Letter of Credit Disbursement by means of a Borrowing of Term A Loans made pursuant to ascertain that the same appear on their face to be in substantial conformity with the terms and conditions of such Letter of Credit. The Issuing Bank shall as promptly as reasonably practicable give oral notification, confirmed in writing, to the Administrative Agent and the Borrowers of such demand for payment and the determination by the Issuing Bank as to whether such demand for payment was in accordance with the terms and conditions of such Letter of Credit and whether the Issuing Bank has made or will make a disbursement thereunder, provided that the failure to give such notice shall not relieve the Borrowers of their obligation to reimburse such disbursement, and the Administrative Agent shall promptly give each Bank notice thereofthis Section 2.6.2. (D) Any amounts paid by the Issuing Bank on any Letter of Credit shall be deemed to be a Reducing Loan for all purposes of this Agreement and shall bear interest from the date of payment by the Issuing Bank at the rates provided in Section 3.1 until paid in full.

Letter of Credit Disbursements. (Ai) If the Administrative Agent has not received from the Borrowers Borrower the payment required or permitted pursuant to paragraph (Bii) of this Section 2.1(d)(iv2.3(d) by 11:00 a.m., Cleveland time, on the date on which the Issuing Bank has notified the Borrowers Borrower that payment of a draft presented under any Letter of Credit will be made, as provided in such paragraph (Bii), the Administrative Agent shall promptly notify the Issuing Bank and each other Bank Revolving Lender of the disbursement to be made under such Letter of Credit and, in the case of each BankRevolving Lender, its Ratable Share of such disbursement. Each Bank Revolving Lender shall pay to the Administrative Agent, not later than 1:00 P.M., Cleveland time, on such date (or, if the Issuing Bank shall elect to defer reimbursement from the Banks Revolving Lenders hereunder, such later date as the Issuing Bank shall specify by notice to the Administrative Agent and the BanksRevolving Lenders), such BankLender's Ratable Share of such disbursement, which the Administrative Agent shall promptly pay to the Issuing Bank. The Administrative Agent will promptly remit to each Bank Revolving Lender its share of any amount subsequently received by the Administrative Agent from the Borrowers Borrower in respect of such disbursement; provided that amounts so received for the account of any Bank -------- Revolving Lender prior to payment by such Bank Lender of amounts required to be paid by it hereunder in respect of any disbursement shall be remitted to the Issuing Bank. (Bii) If the Issuing Bank shall receive any draft presented under any Letter of Credit, the Issuing Bank shall give notice thereof as provided in paragraph (Ciii) below. If the Issuing Bank shall pay any draft in an amount less than $1,000,000 presented under a Letter of Credit, the Borrowers may Borrower shall pay to the Administrative Agent, for the account of the Issuing Bank, an amount equal to the amount of such draft before 11:00 A.M., Cleveland time, on the Banking Day on which the Issuing Bank shall have notified the Borrower that payment of such draft will be made. If the Issuing Bank shall pay any draft in an amount equal to or greater than $1,000,000 presented under a Letter of Credit, the Borrower may, if no Possible Default or Event of Default then exists (but shall not be required toshall, if a Possible Default or Event of Default then exists) pay to the Administrative Agent, for the account of the Issuing Bank, an amount equal to the amount of such draft before 11:00 A.M., Cleveland time, on the Banking Day on which the Issuing Bank shall have notified the Borrowers Borrower that payment of such draft will be made. The Administrative Agent will promptly pay any such amounts received by it to the Issuing Bank. (Ciii) The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit to ascertain that the same appear on their face to be in substantial conformity with the terms and conditions of such Letter of Credit. The Issuing Bank shall as promptly as reasonably practicable give oral notification, confirmed in writing, to the Administrative Agent and the Borrowers Borrower of such demand for payment and the determination by the Issuing Bank as to whether such demand for payment was in accordance with the terms and conditions of such Letter of Credit and whether the Issuing Bank has made or will make a disbursement thereunder, provided that the failure to give such notice shall not relieve the Borrowers Borrower of their its obligation to reimburse such disbursement, and the Administrative Agent shall promptly give each Bank Revolving Lender notice thereof. (Div) Any amounts paid by the Issuing Bank on any Letter of Credit (other than from funds timely provided by the Borrower pursuant to clause (ii) above) shall be deemed initially to be a Reducing Base Rate Revolving Loan for all purposes of this Agreement and shall bear interest from the date of payment by the Issuing Bank at the rates provided in Section 3.1 until paid in full.

Letter of Credit Disbursements. (Ai) If the Administrative Agent has not received from the Borrowers Borrower the payment permitted pursuant to paragraph (Bii) of this Section 2.1(d)(iv2.3(d) by 11:00 a.m., Cleveland time, on the date on which the Issuing Bank has notified the Borrowers Borrower that payment of a draft presented under any Letter of Credit will be made, as provided in such paragraph (Bii), the Administrative Agent shall promptly notify the Issuing Bank and each other Bank of the disbursement to be made under such Letter of Credit and, in the case of each Bank, its Ratable Share of such disbursement. Each Bank shall pay to the Administrative Agent, not later than 1:00 P.M., Cleveland time, on such date (or, if the Issuing Bank shall elect to defer reimbursement from the Banks hereunder, such later date as the Issuing Bank shall specify by notice to the Administrative Agent and the Banks), such Bank's Ratable Share of such disbursement, which the Administrative Agent shall promptly pay to the Issuing Bank. The Administrative Agent will promptly remit to each Bank its share of any amount subsequently received by the Administrative Agent from the Borrowers Borrower in respect of such disbursement; provided PROVIDED that amounts so received for the account of any Bank -------- prior to payment by such Bank of amounts required to be paid by it hereunder in respect of any disbursement shall be remitted to the Issuing Bank. (Bii) If the Issuing Bank shall receive any draft presented under any Letter of Credit, the Issuing Bank shall give notice thereof as provided in paragraph (Ciii) below. If the Issuing Bank shall pay any draft presented under a Letter of Credit, the Borrowers Borrower may (but shall not be required to) pay to the Administrative Agent, for the account of the Issuing Bank, an amount equal to the amount of such draft before 11:00 A.M., Cleveland time, on the Banking Day on which the Issuing Bank shall have notified the Borrowers Borrower that payment of such draft will be made. The Administrative Agent will promptly pay any such amounts received by it to the Issuing Bank. (Ciii) The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit to ascertain that the same appear on their face to be in substantial conformity with the terms and conditions of such Letter of Credit. The Issuing Bank shall as promptly as reasonably practicable give oral notification, confirmed in writing, to the Administrative Agent and the Borrowers Borrower of such demand for payment and the determination by the Issuing Bank as to whether such demand for payment was in accordance with the terms and conditions of such Letter of Credit and whether the Issuing Bank has made or will make a disbursement thereunder, provided that the failure to give such notice shall not relieve the Borrowers Borrower of their its obligation to reimburse such disbursement, and the Administrative Agent shall promptly give each Bank notice thereof. (D) Any amounts paid by the Issuing Bank on any Letter of Credit shall be deemed to be a Reducing Loan for all purposes of this Agreement and shall bear interest from the date of payment by the Issuing Bank at the rates provided in Section 3.1 until paid in full.

Letter of Credit Disbursements. (A) If the Administrative Agent has not received from the Borrowers Borrower the payment permitted pursuant to paragraph (B) of this Section 2.1(d)(iv) by 11:00 a.m.A.M., Cleveland time, on the date on which the Issuing Bank has notified the Borrowers Borrower that payment of a draft presented under any Letter of Credit will be made, as provided in such paragraph (B), the Administrative Agent shall promptly notify the Issuing Bank and each other Bank of the disbursement to be made under such Letter of Credit and, in the case of each Bank, its Ratable Share of such disbursement. Each Bank shall pay to the Administrative Agent, not later than 1:00 P.M., Cleveland time, on such date (or, if the Issuing Bank shall elect to defer reimbursement from the Banks hereunder, such later date as the Issuing Bank shall specify by notice to the Administrative Agent and the Banks), such Bank's Ratable Share of such disbursement, which the Administrative Agent shall promptly pay to the Issuing Bank. The Administrative Agent will promptly remit to each Bank its share of any amount subsequently received by the Administrative Agent from the Borrowers Borrower in respect of such disbursement; provided that amounts so received for the account of any Bank -------- prior to payment by such Bank of amounts required to be paid by it hereunder in respect of any disbursement shall be remitted to the Issuing Bank. (B) If the Issuing Bank shall receive any draft presented under any Letter of Credit, the Issuing Bank shall give notice thereof as provided in paragraph (C) below. If the Issuing Bank shall pay any draft presented under a Letter of Credit, the Borrowers Borrower may (but shall not be required to) pay to the Administrative Agent, for the account of the Issuing Bank, an amount equal to the amount of such draft before 11:00 A.M., Cleveland time, on the Banking Day on which the Issuing Bank shall have notified the Borrowers Borrower that payment of such draft will be made. The Administrative Agent will promptly pay any such amounts received by it to the Issuing Bank. (C) The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit to ascertain that the same appear on their face to be in substantial conformity with the terms and conditions of such Letter of Credit. The Issuing Bank shall as promptly as reasonably practicable give oral notification, confirmed in writing, to the Administrative Agent and the Borrowers Borrower of such demand for payment and the determination by the Issuing Bank as to whether such demand for payment was in accordance with the terms and conditions of such Letter of Credit and whether the Issuing Bank has made or will make a disbursement thereunder, provided that the failure to give such notice shall not relieve the Borrowers Borrower of their its obligation to reimburse such disbursement, and the Administrative Agent shall promptly give each Bank notice thereof. (D) Any amounts paid by the Issuing Bank on any Letter of Credit shall be deemed to be a Reducing Loan for all purposes of this Agreement and shall bear interest from the date of payment by the Issuing Bank at the rates provided in Section 3.1 until paid in full.

Letter of Credit Disbursements. (Ai) If the Administrative Agent has not received from the Borrowers Borrower the payment permitted pursuant to paragraph (Bii) of this Section 2.1(d)(iv2.3(d) by 11:00 a.m., Cleveland Charlotte, North Carolina time, on the date on which the Issuing Bank has notified the Borrowers Borrower that payment of a draft presented under any Letter of Credit will be made, as provided in such paragraph (Bii), the Administrative Agent shall promptly notify the Issuing Bank and each other Bank of the disbursement to be made under such Letter of Credit and, in the case of each Bank, its Ratable Share of such disbursement. Each Bank shall pay to the Administrative Agent, not later than 1:00 P.M.p.m., Cleveland Charlotte, North Carolina time, on such date (or, if the Issuing Bank shall elect to defer reimbursement from the Banks hereunder, such later date as the Issuing Bank shall specify by notice to the Administrative Agent and the Banks), such Bank's Ratable Share of such disbursement, which the Administrative Agent shall promptly pay to the Issuing Bank. The Administrative Agent will promptly remit to each Bank its share of any amount subsequently received by the Administrative Agent from the Borrowers Borrower in respect of such disbursement; provided provided, however, that amounts so received for the account of any Bank -------- prior to payment by such Bank of amounts required to be paid by it hereunder in respect of any disbursement shall be remitted to the Issuing Bank. (Bii) If the Issuing Bank shall receive any draft presented under any Letter of Credit, the Issuing Bank shall give notice thereof as provided in paragraph (Ciii) below. If the Issuing Bank shall pay any and draft presented under a Letter of Credit, the Borrowers Borrower may (but shall not be required to) pay to the Administrative Agent, for the account of the Issuing Bank, an amount equal to the amount of such draft before 11:00 A.M.a.m., Cleveland Charlotte, North Carolina time, on the Banking Day on which the Issuing Bank shall have notified the Borrowers Borrower that payment of such draft will be made. The Administrative Agent will promptly pay any such amounts received by it to the Issuing Bank. (Ciii) The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit to ascertain that the same appear on their face to be in substantial conformity with the terms and conditions of such Letter of Credit. The Issuing Bank shall as promptly as reasonably practicable give oral notification, confirmed in writing, to the Administrative Agent and the Borrowers Borrower of such demand for payment and the determination by the Issuing Bank as to whether such demand for payment was in accordance with the terms and conditions of such Letter of Credit and whether the Issuing Bank has made or will make a disbursement thereunder, provided that the failure to give such notice shall not relieve the Borrowers Borrower of their its obligation to reimburse such disbursement, and the Administrative Agent shall promptly give each Bank notice thereof. (D) Any amounts paid by the Issuing Bank on any Letter of Credit shall be deemed to be a Reducing Loan for all purposes of this Agreement and shall bear interest from the date of payment by the Issuing Bank at the rates provided in Section 3.1 until paid in full.