Common use of Letter of Credit Reimbursement Obligations Clause in Contracts

Letter of Credit Reimbursement Obligations. (a) The Borrower agrees to reimburse each Issuing Bank for the amount of (i) any draft paid by such Issuing Bank under any Letter of Credit issued by such Issuing Bank and (ii) any taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Bank in connection with such payment (including any such costs and expenses related to any conversion of any such amount into Dollars as contemplated by the next succeeding sentence). Except as otherwise agreed by the Borrower and the relevant Issuing Bank, each such payment shall be made to the relevant Issuing Bank at its address for notices specified herein in the currency in which the relevant Letter of Credit was issued in immediately available funds in such currency, provided that if the Borrower does not reimburse the relevant Issuing Bank for any draft paid by such Issuing Bank under any Letter of Credit issued by such Issuing Bank in a currency other than Dollars on the date required pursuant to subsection 3.10(b), such Issuing Bank shall convert such amount into Dollars at the rate of exchange then available to such Issuing Bank in the interbank market where its foreign currency exchange operations in respect of such currency are then being conducted and the Borrower shall thereafter be required to reimburse in Dollars such Issuing Bank for such amount with interest pursuant to subsection 3.10(b). (b) If any draft shall be presented for payment under any Letter of Credit issued by any Issuing Bank, such Issuing Bank shall promptly notify the Borrower of the date and amount thereof. The Borrower shall reimburse each Issuing Bank pursuant to subsection 3.10 (a) with respect to any drawing under any Letter of Credit issued by such Issuing Bank on (i) the Business Day on which such drawing is paid by such Issuing Bank, if notice of such drawing is given to the Borrower by such Issuing Bank prior to 12:00 Noon, New York City time, on the date such drawing is paid, or (ii) the first Business Day after notice of such drawing is given to the Borrower by the Issuing Bank, if such notice is given after 12:00 Noon, New York City time, on the date such drawing is paid, and, if such drawing is reimbursed after the date of such drawing, interest shall be payable on the amount of such drawing for the period from the date such drawing is paid by the Issuing Bank until reimbursed by the Borrower at the rate then applicable to Revolving Credit Loans that are ABR Loans hereunder. If any amount payable under this subsection is not paid when due, interest shall be payable on such amount from the date such amount becomes payable under this subsection until payment in full thereof at the rate which would be payable on any outstanding ABR Loans which were then overdue.

Letter of Credit Reimbursement Obligations. (a) The Borrower agrees Borrowers, jointly and severally, agree to reimburse pay to the Issuing Lender (1) on each date that any amount is drawn under each Letter of Credit a sum (and interest on such sum as provided in clause (2) below) equal to the amount so drawn plus all other charges and expenses with respect thereto or in the applicable Master Letter of Credit Agreement and (2) interest on any and all amounts remaining unpaid under this Section 2.13 until payment in full at the Prime Rate plus 2.00% per annum. Borrowers agree to pay to the Issuing Bank for Lender the amount of (i) any draft paid by such Issuing Bank under all Reimbursement Obligations owing in respect of any Letter of Credit issued by such Issuing Bank and immediately when due, under all circumstances, including, without limitation, any of the following circumstances: (iiw) any taxeslack of validity or enforceability of this Agreement or any Ancillary Agreements executed pursuant hereto; (x) the existence of any claim, feesset-off, charges defense or other costs or expenses reasonably incurred by such Issuing Bank right which Borrowers may have at any time against a beneficiary named in connection with such payment (including any such costs and expenses related to any conversion of any such amount into Dollars as contemplated by the next succeeding sentence). Except as otherwise agreed by the Borrower and the relevant Issuing Bank, each such payment shall be made to the relevant Issuing Bank at its address for notices specified herein in the currency in which the relevant a Letter of Credit was issued in immediately available funds in such currencyCredit, provided that if the Borrower does not reimburse the relevant Issuing Bank for any draft paid by such Issuing Bank under transferee of any Letter of Credit issued by (or any Person for whom any such transferee may be acting), any Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrowers and the beneficiary named in any Letter of Credit); (y) the validity, sufficiency or genuineness of any document which the Issuing Bank Lender has determined in good faith complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect; or (z) the surrender or material impairment of any security for the performance or observance of any of the terms hereof. (ii) Notwithstanding any provisions to the contrary in any Master Letter of Credit Agreement, Borrowers agree, jointly and severally, to reimburse the Issuing Lender for amounts which the Issuing Lender pays under such Letter of Credit no later than the time specified in this Agreement. If Borrowers do not pay any such Reimbursement Obligations when due, Borrowers shall be deemed to have immediately requested that Lenders make a Prime Rate Loan under this Agreement in a currency other than Dollars principal amount equal to such unreimbursed Reimbursement Obligations. Agent shall promptly notify Lenders of such deemed request and, without the necessity of compliance with the requirements of Sections 2.1 and 2.11, each Lender shall make available to Agent its Loan in the manner prescribed for Prime Rate Loans. The proceeds of such Loans shall be paid over by Agent to the Issuing Lender for the account of Borrowers in satisfaction of such unreimbursed Reimbursement Obligations, which shall thereupon be deemed satisfied by the proceeds of, and replaced by, such Prime Rate Loan. (iii) If the Issuing Lender makes a payment on account of any Letter of Credit and is not concurrently reimbursed therefore by Borrowers and if for any reason a Prime Rate Loan may not be made pursuant to Section 2.13(D)(ii), then as promptly as practical during normal banking hours on the date required pursuant of its receipt of such notice or, if not practicable on such date, not later than noon (Chicago time) on the Business Day immediately succeeding such date of notification, each Lender shall deliver to subsection 3.10(b)Agent for the account of the Issuing Lender, in immediately available funds, the purchase price for such Issuing Bank Lender’s interest in such unreimbursed Reimbursement Obligations, which shall convert such be an amount into Dollars at the rate of exchange then available equal to such Lender’s pro-rata share of such payment. Each Lender shall, upon demand by the Issuing Bank Lender, pay the Issuing Lender interest on such Lender’s pro-rata share of such draw from the date of payment by the Issuing Lender on account of such Letter of Credit until the date of delivery of such funds to the Issuing Lender by such Lender at a rate per annum, computed for actual days elapsed based on a 360-day year, equal to the federal funds rate for such period; provided that such payments shall be made by such Lender only in the interbank market where event and to the extent that the Issuing Lender is not reimbursed in full by Borrowers for interest on the amount of any draw on the Letters of Credit. (iv) At any time after the Issuing Lender has made a payment on account of any Letter of Credit and has received from any other Lender such Lender’s pro-rata share of such payment, the Issuing Lender shall, forthwith upon its foreign currency exchange operations receipt of any reimbursement (in whole or in part) by Borrowers for such payment, or of any other amount from Borrowers or any other Person in respect of such currency are then being conducted payment (including, without limitation, any payment of interest or penalty fees and the Borrower shall thereafter be required to reimburse in Dollars such Issuing Bank for such amount with interest pursuant to subsection 3.10(b). (b) If any draft shall be presented for payment under any Letter of Credit issued by any Issuing Bank, such Issuing Bank shall promptly notify the Borrower collateral account agreement of the date and amount thereof. The Borrower shall reimburse each Issuing Bank Borrowers or any Ancillary Agreements executed pursuant hereto but excluding any transfer of funds from any other Lender pursuant to subsection 3.10 (a) with respect Section 2.13(D)(ii)), transfer to any drawing under such other Lender such other Lender’s ratable share of such reimbursement or other amount; provided that interest shall accrue for the benefit of such Lender from the time the Issuing Lender has made a payment on account of any Letter of Credit issued by such Issuing Bank on (i) Credit; provided further that, in the Business Day on which such drawing is paid by such Issuing Bank, if notice of such drawing is given to event that the Borrower by such Issuing Bank prior to 12:00 Noon, New York City time, on the date such drawing is paid, or (ii) the first Business Day after notice of such drawing is given to the Borrower receipt by the Issuing Bank, if such notice is given after 12:00 Noon, New York City time, on the date such drawing is paid, and, if such drawing is reimbursed after the date Lender of such drawingreimbursement or other amount is found to have been a transfer in fraud of creditors or a preferential payment under the Bankruptcy Code or is otherwise required to be returned, interest such Lender shall be payable on promptly return to the amount of such drawing for the period from the date such drawing is paid Issuing Lender any portion thereof previously transferred by the Issuing Bank until reimbursed Lender to such Lender, but without interest to the extent that interest is not payable by the Borrower at the rate then applicable to Revolving Credit Loans that are ABR Loans hereunder. If any amount payable under this subsection is not paid when due, interest shall be payable on such amount from the date such amount becomes payable under this subsection until payment Issuing Lender in full thereof at the rate which would be payable on any outstanding ABR Loans which were then overdueconnection therewith.

Letter of Credit Reimbursement Obligations. (a) The Borrower agrees to reimburse each Issuing Bank for the amount of (i) any draft paid by such Issuing Bank under any Letter of Credit issued by such Issuing Bank and (ii) any taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Bank in connection with such payment (including any such costs and expenses related to any conversion of any such amount into Dollars as contemplated by the next succeeding sentence)payment. Except as otherwise agreed by the Borrower and the relevant Issuing Bank, each Each such payment shall be made to the relevant Issuing Bank at its address for notices specified herein in the currency in which the relevant Letter of Credit was issued and in immediately available funds in such currency, provided that if the Borrower does not reimburse the relevant Issuing Bank for any draft paid by such Issuing Bank under any Letter of Credit issued by such Issuing Bank in a currency other than Dollars on the date required pursuant to subsection 3.10(b), such Issuing Bank shall convert such amount into Dollars at the rate of exchange then available to such Issuing Bank in the interbank market where its foreign currency exchange operations in respect of such currency are then being conducted and the Borrower shall thereafter be required to reimburse in Dollars such Issuing Bank for such amount with interest pursuant to subsection 3.10(b). (b) If any draft shall be presented for payment under any Letter of Credit issued by any Issuing Bank, such Issuing Bank shall promptly notify the Borrower of the date and amount thereof. The Borrower shall reimburse each Issuing Bank pursuant to subsection 3.10 (a) with respect to any drawing under any Letter of Credit issued by such Issuing Bank on (i) the next Business Day on which such drawing is paid by such Issuing Bank, if notice of such drawing is given to the Borrower by such Issuing Bank prior to 12:00 Noon, New York City time, on the date such drawing is paid, or (ii) the first Business Day after notice of such drawing is given to the Borrower by the Issuing Bank, if such notice is given after 12:00 Noon, New York City time, on the date such drawing is paid, and, if such drawing is reimbursed after following the date of such drawing, drawing and interest shall be payable on the amount of such drawing for the such period from the date such drawing is paid by the Issuing Bank until reimbursed by the Borrower at the rate then applicable to Revolving Credit Loans that are ABR Loans hereunder. If any amount payable under this subsection is not paid when due, interest shall be payable on such amount from the date such amount becomes payable under this subsection until payment in full thereof at the rate which would be payable on any outstanding ABR Loans which were then overdue.

Letter of Credit Reimbursement Obligations. (a) The Borrower agrees Borrowers, jointly and severally, agree to reimburse pay to the Issuing Lender (1) on each date that any amount is drawn under each Letter of Credit a sum (and interest on such sum as provided in clause (2) below) equal to the amount so drawn plus all other charges and expenses with respect thereto or in the applicable Reimbursement Agreement and (2) interest on any and all amounts remaining unpaid under this Section 2.13 until payment in full at the Prime Rate plus 2.00% per annum. Borrowers agree to pay to the Issuing Bank for Lender the amount of (i) any draft paid by such Issuing Bank under all Reimbursement Obligations owing in respect of any Letter of Credit issued by such Issuing Bank and immediately when due, under all circumstances, including, without limitation, any of the following circumstances: (iiw) any taxeslack of validity or enforceability of this Agreement or any Ancillary Agreements executed pursuant hereto; (x) the existence of any claim, feesset-off, charges defense or other costs or expenses reasonably incurred by such Issuing Bank right which Borrowers may have at any time against a beneficiary named in connection with such payment (including any such costs and expenses related to any conversion of any such amount into Dollars as contemplated by the next succeeding sentence). Except as otherwise agreed by the Borrower and the relevant Issuing Bank, each such payment shall be made to the relevant Issuing Bank at its address for notices specified herein in the currency in which the relevant a Letter of Credit was issued in immediately available funds in such currencyCredit, provided that if the Borrower does not reimburse the relevant Issuing Bank for any draft paid by such Issuing Bank under transferee of any Letter of Credit issued by (or any Person for whom any such transferee may be acting), any Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrowers and the beneficiary named in any Letter of Credit); (y) the validity, sufficiency or genuineness of any document which the Issuing Bank Lender has determined in good faith complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect; or (z) the surrender or material impairment of any security for the performance or observance of any of the terms hereof. (ii) Notwithstanding any provisions to the contrary in any Reimbursement Agreement, Borrowers agree, jointly and severally, to reimburse the Issuing Lender for amounts which the Issuing Lender pays under such Letter of Credit no later than the time specified in this Agreement. If Borrowers do not pay any such Reimbursement Obligations when due, Borrowers shall be deemed to have immediately requested that Lenders make a Prime Rate Loan under this Agreement in a currency other than Dollars principal amount equal to such unreimbursed Reimbursement Obligations. Agent shall promptly notify Lenders of such deemed request and, without the necessity of compliance with the requirements of Sections 2.1 and 2.11, each Lender shall make available to Agent its Loan in the manner prescribed for Prime Rate Loans. The proceeds of such Loans shall be paid over by Agent to the Issuing Lender for the account of Borrowers in satisfaction of such unreimbursed Reimbursement Obligations, which shall thereupon be deemed satisfied by the proceeds of, and replaced by, such Prime Rate Loan. (iii) If the Issuing Lender makes a payment on account of any Letter of Credit and is not concurrently reimbursed therefore by Borrowers and if for any reason a Prime Rate Loan may not be made pursuant to Section 2.13(D)(ii), then as promptly as practical during normal banking hours on the date required pursuant of its receipt of such notice or, if not practicable on such date, not later than noon (Chicago time) on the Business Day immediately succeeding such date of notification, each Lender shall deliver to subsection 3.10(b)Agent for the account of the Issuing Lender, in immediately available funds, the purchase price for such Issuing Bank Lender’s interest in such unreimbursed Reimbursement Obligations, which shall convert such be an amount into Dollars at the rate of exchange then available equal to such Lender’s pro-rata share of such payment. Each Lender shall, upon demand by the Issuing Bank Lender, pay the Issuing Lender interest on such Lender’s pro-rata share of such draw from the date of payment by the Issuing Lender on account of such Letter of Credit until the date of delivery of such funds to the Issuing Lender by such Lender at a rate per annum, computed for actual days elapsed based on a 360-day year, equal to the federal funds rate for such period; provided that such payments shall be made by such Lender only in the interbank market where event and to the extent that the Issuing Lender is not reimbursed in full by Borrowers for interest on the amount of any draw on the Letters of Credit. (iv) At any time after the Issuing Lender has made a payment on account of any Letter of Credit and has received from any other Lender such Lender’s pro-rata share of such payment, the Issuing Lender shall, forthwith upon its foreign currency exchange operations receipt of any reimbursement (in whole or in part) by Borrowers for such payment, or of any other amount from Borrowers or any other Person in respect of such currency are then being conducted payment (including, without limitation, any payment of interest or penalty fees and the Borrower shall thereafter be required to reimburse in Dollars such Issuing Bank for such amount with interest pursuant to subsection 3.10(b). (b) If any draft shall be presented for payment under any Letter of Credit issued by any Issuing Bank, such Issuing Bank shall promptly notify the Borrower collateral account agreement of the date and amount thereof. The Borrower shall reimburse each Issuing Bank Borrowers or any Ancillary Agreements executed pursuant hereto but excluding any transfer of funds from any other Lender pursuant to subsection 3.10 (a) with respect Section 2.13(D)(ii)), transfer to any drawing under such other Lender such other Lender’s ratable share of such reimbursement or other amount; provided that interest shall accrue for the benefit of such Lender from the time the Issuing Lender has made a payment on account of any Letter of Credit issued by such Issuing Bank on (i) Credit; provided further that, in the Business Day on which such drawing is paid by such Issuing Bank, if notice of such drawing is given to event that the Borrower by such Issuing Bank prior to 12:00 Noon, New York City time, on the date such drawing is paid, or (ii) the first Business Day after notice of such drawing is given to the Borrower receipt by the Issuing Bank, if such notice is given after 12:00 Noon, New York City time, on the date such drawing is paid, and, if such drawing is reimbursed after the date Lender of such drawingreimbursement or other amount is found to have been a transfer in fraud of creditors or a preferential payment under the Bankruptcy Code or is otherwise required to be returned, interest such Lender shall be payable on promptly return to the amount of such drawing for the period from the date such drawing is paid Issuing Lender any portion thereof previously transferred by the Issuing Bank until reimbursed Lender to such Lender, but without interest to the extent that interest is not payable by the Borrower at the rate then applicable to Revolving Credit Loans that are ABR Loans hereunder. If any amount payable under this subsection is not paid when due, interest shall be payable on such amount from the date such amount becomes payable under this subsection until payment Issuing Lender in full thereof at the rate which would be payable on any outstanding ABR Loans which were then overdueconnection therewith.

Letter of Credit Reimbursement Obligations. (a) The Borrower agrees to reimburse pay to the Letter of Credit Issuer (i) on each Issuing Bank for date that any amount is drawn under each Letter of Credit a sum (and interest on such sum as provided in clause (ii) below) equal to the amount so drawn plus all other charges and expenses with respect thereto specified in Section 2.15.6 or in the applicable Reimbursement Agreement and (ii) interest on any and all amounts remaining unpaid under this Section 2.15.3 until payment in full at the Base Rate plus 2.00% per annum. The Borrower agrees to pay to the Letter of Credit Issuer the amount of (i) any draft paid by such Issuing Bank under all Reimbursement Obligations owing in respect of any Letter of Credit issued by such Issuing Bank and immediately when due, under all circumstances, including, without limitation, any of the following circumstances: (iiw) any taxeslack of validity or enforceability of this Agreement or any instrument executed pursuant hereto; (x) the existence of any claim, feesset-off, charges defense or other costs right which the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or expenses reasonably incurred by any Person for whom any such Issuing Bank transferee may be acting), any Lender or any other Person, whether in connection with such payment this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any such costs and expenses related to any conversion of any such amount into Dollars as contemplated by the next succeeding sentence). Except as otherwise agreed by underlying transaction between the Borrower and the relevant Issuing Bankbeneficiary named in any Letter of Credit); (y) the validity, each such payment shall be made to the relevant Issuing Bank at its address for notices specified herein in the currency in sufficiency or genuineness of any document which the relevant Letter of Credit was issued Issuer has determined in immediately available funds in such currency, provided that if good faith complies on its face with the Borrower does not reimburse terms of the relevant Issuing Bank for any draft paid by such Issuing Bank under any applicable Letter of Credit issued by Credit, even if such Issuing Bank document should later prove to have been forged, fraudulent, invalid or insufficient in a currency other than Dollars on any respect or any statement therein shall have been untrue or inaccurate in any respect; or (z) the date required pursuant to subsection 3.10(b), such Issuing Bank shall convert such amount into Dollars at surrender or material impairment of any security for the rate performance or observance of exchange then available to such Issuing Bank in any of the interbank market where its foreign currency exchange operations in respect of such currency are then being conducted and the Borrower shall thereafter be required to reimburse in Dollars such Issuing Bank for such amount with interest pursuant to subsection 3.10(b)terms hereof. (b) Notwithstanding any provisions to the contrary in any Reimbursement Agreement, the Borrower agrees to reimburse the Letter of Credit Issuer for amounts which the Letter of Credit Issuer pays under such Letter of Credit no later than the time specified in this Agreement. If the Borrower does not pay any draft such Reimbursement Obligations when due, the Borrower shall be presented deemed to have immediately requested that the Lenders make Revolving Loans that are Base Rate Loans under this Agreement in an aggregate principal amount equal to such unreimbursed Reimbursement Obligations. The Administrative Agent shall promptly notify the Lenders of such deemed request and, without the necessity of compliance with the requirements of Sections 2.2 or 2.3, each Lender shall make available to the Administrative Agent its Revolving Loan in the manner prescribed for Base Rate Loans. The proceeds of such Loans shall be paid over by the Administrative Agent to the Letter of Credit Issuer for the account of the Borrower in satisfaction of such unreimbursed Reimbursement Obligations, which shall thereupon be deemed satisfied by the proceeds of, and replaced by, such Base Rate Loan. (c) If the Letter of Credit Issuer makes a payment under on account of any Letter of Credit issued and is not concurrently reimbursed therefore by any Issuing Bank, such Issuing Bank shall promptly notify the Borrower of the date and amount thereof. The Borrower shall reimburse each Issuing Bank if for any reason a Base Rate Loan may not be made pursuant to subsection 3.102.15.3(b), then as promptly as practical during normal banking hours on the date of its receipt of such notice or, if not practicable on such date, not later than noon (Chicago time) on the Business Day immediately succeeding such date of notification, each Lender shall deliver to the Administrative Agent for the account of the Letter of Credit Issuer, in immediately available funds, the purchase price for such Lender’s interest in such unreimbursed Reimbursement Obligations, which shall be an amount equal to such Lender’s pro-rata share of such payment. Each Lender shall, upon demand by the Letter of Credit Issuer, pay the Letter of Credit Issuer interest on such Lender’s pro-rata share of such draw from the date of payment by the Letter of Credit Issuer on account of such Letter of Credit until the date of delivery of such funds to the Letter of Credit Issuer by such Lender at a rate per annum, computed for actual days elapsed based on a 360-day year, equal to the Federal Funds Rate for such period; provided, that such payments shall be made by the Lenders only in the event and to the extent that the Letter of Credit Issuer is not reimbursed in full by the Borrower for interest on the amount of any draw on the Letters of Credit. (ad) with respect to At any drawing under time after the Letter of Credit Issuer has made a payment on account of any Letter of Credit issued by and has received from any other Lender such Issuing Bank on (i) the Business Day on which such drawing is paid by such Issuing Bank, if notice Lender’s pro-rata share of such drawing is given to the Borrower by payment, such Issuing Bank prior to 12:00 NoonLetter of Credit Issuer shall, New York City time, on the date such drawing is paid, forthwith upon its receipt of any reimbursement (in whole or (iiin part) the first Business Day after notice of such drawing is given to the Borrower by the Issuing Bank, if such notice is given after 12:00 Noon, New York City time, on the date such drawing is paid, and, if such drawing is reimbursed after the date of such drawing, interest shall be payable on the amount of such drawing for the period from the date such drawing is paid by the Issuing Bank until reimbursed by the Borrower at the rate then applicable to Revolving Credit Loans that are ABR Loans hereunder. If for such payment, or of any amount payable under this subsection is not paid when due, interest shall be payable on such other amount from the date Borrower or any other Person in respect of such payment (including, without limitation, any payment of interest or penalty fees and any payment under any collateral account agreement of the Borrower or any Instrument executed pursuant hereto but excluding any transfer of funds from any other Lender pursuant to subsection 2.15.3(b)), transfer to such other Lender such other Lender’s ratable share of such reimbursement or other amount; provided, that interest shall accrue for the benefit of such Lender from the time such Letter of Credit Issuer has made a payment on account of any Letter of Credit; provided, further, that in the event that the receipt by the Letter of Credit Issuer of such reimbursement or other amount becomes is found to have been a transfer in fraud of creditors or a preferential payment under the Bankruptcy Code or is otherwise required to be returned, such Lender shall promptly return to the Letter of Credit Issuer any portion thereof previously transferred by the Letter of Credit Issuer to such Lender, but without interest to the extent that interest is not payable under this subsection until payment by the Letter of Credit Issuer in full thereof at the rate which would be payable on any outstanding ABR Loans which were then overdueconnection therewith.

Letter of Credit Reimbursement Obligations. (a) The Borrower agrees to reimburse each Issuing Bank for the amount of (i) any draft paid by such Issuing Bank under any Letter of Credit issued by such Issuing Bank and (ii) any taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Bank in connection with such payment (including any such costs and expenses related to any conversion of any such amount into Dollars as contemplated by the next succeeding sentence). Except as otherwise agreed by the Borrower and the relevant Issuing Bank, each such payment shall be made to the relevant Issuing Bank at its address for notices specified herein in the currency in which the relevant Letter of Credit was issued in immediately available funds in such currency, provided that if the Borrower does not reimburse the relevant Issuing Bank for any draft paid by such Issuing Bank under any Letter of Credit issued by such Issuing Bank in a currency other than Dollars on the date required pursuant to subsection 3.10(b), such Issuing Bank shall convert such amount into Dollars at the rate of exchange then available to such Issuing Bank in the interbank market where its foreign currency exchange operations in respect of such currency are then being conducted and the Borrower shall thereafter be required to reimburse in Dollars such Issuing Bank for such amount with interest pursuant to subsection 3.10(b). (b) If any draft shall be presented for payment under any Letter of Credit issued by any Issuing Bank, such Issuing Bank shall promptly notify the Borrower of the date and amount thereof. The Borrower shall reimburse each Issuing Bank pursuant to subsection 3.10 (a) with respect to any drawing under any Letter of Credit issued by such Issuing Bank on (i) the Business Day on which such drawing is paid by such Issuing Bank, if notice of such drawing is given to the Borrower by such Issuing Bank prior to 12:00 Noon, New York City Boston time, on the date such drawing is paid, or (ii) the first Business Day after notice of such drawing is given to the Borrower by the Issuing Bank, if such notice is given after 12:00 Noon, New York City Boston time, on the date such drawing is paid, and, if such drawing is reimbursed after the date of such drawing, interest shall be payable on the amount of such drawing for the period from the date such drawing is paid by the Issuing Bank until reimbursed by the Borrower at the rate then applicable to Revolving Credit Loans that are ABR Loans hereunder. If any amount payable under this subsection is not paid when due, interest shall be payable on such amount from the date such amount becomes payable under this subsection until payment in full thereof at the rate which would be payable on any outstanding ABR Loans which were then overdue. (c) On the thirtieth day prior to the Termination Date, the Borrower shall either (a) deposit in a cash Collateral Account opened by the Administrative Agent an amount equal to 103% of the aggregate then undrawn and unexpired amount of all outstanding Letters of Credit, or (b) furnish the Administrative Agent with a "back to back" letter of credit in form and substance and issued by a bank reasonably satisfactory to the Administrative Agent in an amount equal to 103% of the aggregate then undrawn and unexpired amount of all outstanding Letters of Credit. The Borrower hereby grants to the Administrative Agent, for the benefit of each Issuing Bank and the L/C Participants, a security interest in any such cash Collateral to secure all obligations of the Borrower under this Agreement and the other Loan Documents. Amounts held in such cash Collateral Account and drawings made under such "back to back" letter of credit shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit. The unused portion of any such cash Collateral after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the Notes. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the Notes shall have been paid in full, the balance, if any, in such cash Collateral Account shall be returned to the Borrower and/or the "back to back" letter of credit shall be returned to the Borrower. The Borrower shall execute and deliver to the Administrative Agent, for the account of each Issuing Bank and the L/C Participants, such further documents and instruments as the Administrative Agent may reasonably request to evidence the creation and perfection of the security interest in such cash Collateral Account.

Letter of Credit Reimbursement Obligations. (aA) The Borrower agrees Borrowers agree to reimburse pay to the Issuing Lender the sum of: (i) the amount so drawn plus all other charges and expenses with respect thereto or in the applicable reimbursement agreement on each date that any amount is drawn under each Letter of Credit and (ii) interest on any and all amounts remaining unpaid under this Section 3.3 shall be charged at the rate set forth in the Master Letter of Credit Agreement. Borrowers agree to pay to the Issuing Bank for Lender the amount of (i) any draft paid by such Issuing Bank under all Reimbursement Obligations owing in respect of any Letter of Credit issued by such Issuing Bank and immediately when due, under all circumstances, including any of the following circumstances: (iiw) any taxeslack of validity or enforceability of this Agreement or any Ancillary Agreements executed pursuant hereto; (x) the existence of any claim, feesset-off, charges defense or other costs right which Borrowers may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or expenses reasonably incurred by any Person for whom any such Issuing Bank transferee may be acting), any Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between Borrowers and the beneficiary named in any Letter of Credit); (y) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined reasonably and in good faith complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect; or (z) the surrender or material impairment of any security for the performance or observance of any of the terms hereof. (B) Notwithstanding any provisions to the contrary in any Master Letter of Credit Agreement, Borrowers agree to reimburse the Issuing Lender for amounts which the Issuing Lender pays under such Letter of Credit no later than the time specified in this Agreement. If Borrowers do not pay any such Reimbursement Obligations when due, Borrowers shall be deemed to have immediately requested that the Banks make a Base Rate Loan under this Agreement in a principal amount equal to such unreimbursed Reimbursement Obligations. Administrative Agent shall promptly notify Lenders of such deemed request and, without the necessity of compliance with the requirements of Sections 2.1 and 6.1, each Lender shall make available to Administrative Agent its Loan in the manner prescribed for Base Rate Loans. The proceeds of such Loans shall be paid over by Administrative Agent to the Issuing Lender for the account of Borrowers in satisfaction of such unreimbursed Reimbursement Obligations, which shall thereupon be deemed satisfied by the proceeds of, and replaced by, such Base Rate Loan. (C) If the Issuing Lender makes a payment on account of any Letter of Credit and is not concurrently reimbursed therefore by Borrowers and if for any reason a Base Rate Loan may not be made then as promptly as practical during normal banking hours on the date of its receipt of such notice or, if not practicable on such date, not later than noon (Chicago time) on the Business Day immediately succeeding such date of notification, each Lender shall deliver to Administrative Agent for the account of the Issuing Lender, in immediately available funds, the purchase price for such Lender's interest in such unreimbursed Reimbursement Obligations, which shall be an amount equal to such Lender's pro-rata share of such payment. Each Lender shall, upon demand by the Issuing Lender, pay the Issuing Lender interest on such Lender's pro-rata share of such draw from the date of payment by the Issuing Lender on account of such Letter of Credit until the date of delivery of such funds to the Issuing Lender by such Lender at a rate per annum, computed for actual days elapsed based on a 360-day year, equal to the Federal Funds Rate for such period; provided, that such payments shall be made by such Lender only in the event and to the extent that the Issuing Lender is not reimbursed in full by Borrowers for interest on the amount of any draw on the Letters of Credit. (D) At any time after the Issuing Lender has made a payment on account of any Letter of Credit and has received from any other Lender such Lender's pro-rata share of such payment, the Issuing Lender shall, forthwith upon its receipt of any reimbursement (in whole or in part) by Borrowers for such payment, or of any other amount from Borrowers or any other Person in respect of such payment (including any payment of interest or penalty fees and any payment under any collateral account agreement of Borrowers or any Ancillary Agreements executed pursuant hereto but excluding any transfer of funds from any other Lender transfer to such costs and expenses related to any conversion other Lender such other Lender's ratable share of any such amount into Dollars as contemplated by reimbursement or other amount; provided, that interest shall accrue for the next succeeding sentence). Except as otherwise agreed by benefit of such Lender from the Borrower and time the relevant Issuing Bank, each such Lender has made a payment shall be made to the relevant Issuing Bank at its address for notices specified herein in the currency in which the relevant Letter on account of Credit was issued in immediately available funds in such currency, provided that if the Borrower does not reimburse the relevant Issuing Bank for any draft paid by such Issuing Bank under any Letter of Credit issued by such Issuing Bank in a currency other than Dollars on the date required pursuant to subsection 3.10(b)Credit; provided, such Issuing Bank shall convert such amount into Dollars at the rate of exchange then available to such Issuing Bank further, that in the interbank market where its foreign currency exchange operations in respect of such currency are then being conducted and event that the Borrower shall thereafter be required to reimburse in Dollars such Issuing Bank for such amount with interest pursuant to subsection 3.10(b). (b) If any draft shall be presented for payment under any Letter of Credit issued by any Issuing Bank, such Issuing Bank shall promptly notify the Borrower of the date and amount thereof. The Borrower shall reimburse each Issuing Bank pursuant to subsection 3.10 (a) with respect to any drawing under any Letter of Credit issued by such Issuing Bank on (i) the Business Day on which such drawing is paid by such Issuing Bank, if notice of such drawing is given to the Borrower by such Issuing Bank prior to 12:00 Noon, New York City time, on the date such drawing is paid, or (ii) the first Business Day after notice of such drawing is given to the Borrower receipt by the Issuing Bank, if such notice is given after 12:00 Noon, New York City time, on the date such drawing is paid, and, if such drawing is reimbursed after the date Lender of such drawingreimbursement or other amount is found to have been a transfer in fraud of creditors or a preferential payment under the Bankruptcy Code or is otherwise required to be returned, interest such Lender shall be payable on promptly return to the amount of such drawing for the period from the date such drawing is paid Issuing Lender any portion thereof previously transferred by the Issuing Bank until reimbursed Lender to such Lender, but without interest to the extent that interest is not payable by the Borrower at the rate then applicable to Revolving Credit Loans that are ABR Loans hereunder. If any amount payable under this subsection is not paid when due, interest shall be payable on such amount from the date such amount becomes payable under this subsection until payment Issuing Lender in full thereof at the rate which would be payable on any outstanding ABR Loans which were then overdueconnection therewith.

Letter of Credit Reimbursement Obligations. (a) The Borrower agrees Parent Borrowers (or, if a Letter of Credit is issued for the benefit of any Subsidiary, the Parent Borrowers and such Subsidiary, jointly and severally) agree to reimburse each Issuing Bank for the amount of (i) any draft paid by such Issuing Bank under any Letter of Credit issued by such Issuing Bank and (ii) any taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Bank in connection with such payment (including any such costs and expenses related to any conversion of any such amount into Dollars as contemplated by the next succeeding sentence)payment. Except as otherwise agreed by the Borrower and the relevant Issuing Bank, each Each such payment shall be made to the relevant Issuing Bank at its address for notices specified herein in the currency in which the relevant Letter of Credit was issued and in immediately available funds in such currency, provided that if the Borrower does not reimburse the relevant Issuing Bank for any draft paid by such Issuing Bank under any Letter of Credit issued by such Issuing Bank in a currency other than Dollars on the date required pursuant to subsection 3.10(b), such Issuing Bank shall convert such amount into Dollars at the rate of exchange then available to such Issuing Bank in the interbank market where its foreign currency exchange operations in respect of such currency are then being conducted and the Borrower shall thereafter be required to reimburse in Dollars such Issuing Bank for such amount with interest pursuant to subsection 3.10(b). (b) If any draft shall be presented for payment under any Letter of Credit issued by any Issuing Bank, such Issuing Bank shall promptly notify the Borrower Company of the date and amount thereof. The Borrower shall reimburse each If an Issuing Bank pursuant notifies the Company prior to subsection 3.10 (a) with respect to 8:30 A.M., San Francisco time, on any Business Day, of any drawing under any Letter of Credit issued by it in Dollars, the Parent Borrowers (or, if such Letter of Credit is issued for the benefit of any Subsidiary, the Parent Borrowers and such Subsidiary, jointly and severally) shall reimburse such Issuing Bank pursuant to subsection 3.7(a) with respect to such drawing on (i) such Business Day. If an Issuing Bank notifies the Company after 8:30 A.M., San Francisco time, on any Business Day on which such of any drawing is paid under any Letter of Credit issued by such Issuing Bankit in Dollars or, if notice an Issuing Bank notifies the Company on any Business Day of any drawing under any Letter of Credit issued by it in an Offshore Currency, the Parent Borrowers (or, if such drawing Letter of Credit is given to issued for the Borrower by benefit of any Subsidiary, the Parent Borrowers and such Subsidiary, jointly and severally) shall reimburse such Issuing Bank prior pursuant to 12:00 Noon, New York City time, subsection 3.7 (a) with respect to such drawing on the date such drawing is paid, or (ii) the first next succeeding Business Day after notice of such drawing is given to the Borrower by the Issuing Bank, if such notice is given after 12:00 Noon, New York City time, on the date such drawing is paid, and, if such drawing is reimbursed after the date of such drawing, and interest shall be payable on the amount of such drawing for the such period from the date such drawing is paid by the Issuing Bank until reimbursed by the Borrower at the rate then applicable to Base Rate Loans hereunder or, in the case of any such amount due in respect of a Letter of Credit issued in an Offshore Currency, the rate which is equal to the sum of (i) the rate of interest determined by the relevant Issuing Bank (which determination shall be conclusive absent manifest error) to be the cost to such Issuing Bank of obtaining such funds for such period, plus, (ii) the Applicable Margin for Revolving Credit Offshore Loans that are ABR Loans hereunderin effect at such time. If any amount payable under this subsection is not paid when due, interest shall be payable on such amount from the date such amount becomes payable under this subsection until payment in full thereof at the rate which would be payable on any outstanding ABR Base Rate Loans which were then overdueoverdue or, in the case of any amount due in respect of a Letter of Credit issued in an Offshore Currency, the rate which is equal to the higher of (i) the rate which would be payable on any outstanding Base Rate Loans which were then overdue and (ii) the sum of (A) the rate of interest determined by the relevant Issuing Bank in respect of such Offshore Currency (which determination shall be conclusive absent manifest error) to be the cost to such Issuing Bank of funding such amount for such period, plus (B) the Applicable Margin for Revolving Offshore Loans in effect at such time, plus (C) 2%.

Letter of Credit Reimbursement Obligations. (a) The Borrower agrees to reimburse each Issuing Bank for the amount of (i) any draft paid by such Issuing Bank under any Letter of Credit issued by such Issuing Bank and (ii) any taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Bank in connection with such payment (including any such costs and expenses related to any conversion of any such amount into Dollars as contemplated by the next succeeding sentence). Except as otherwise agreed by the Borrower and the relevant Issuing Bank, each such payment shall be made to the relevant Issuing Bank at its address for notices specified herein in the currency in which the relevant Letter of Credit was issued in immediately available funds in such currency, provided that if the Borrower does not reimburse the relevant Issuing Bank for any draft paid by such Issuing Bank under any Letter of Credit issued by such Issuing Bank in a currency other than Dollars on the date required pursuant to subsection 3.10(b), such Issuing Bank shall convert such amount into Dollars at the rate of exchange then available to such Issuing Bank in the interbank market where its foreign currency exchange operations in respect of such currency are then being conducted and the Borrower shall thereafter be required to reimburse in Dollars such Issuing Bank for such amount with interest pursuant to subsection 3.10(b). (b) If any draft shall be presented for payment under any Letter of Credit issued by any Issuing Bank, such Issuing Bank shall promptly notify the Borrower of the date and amount thereof. The Borrower shall reimburse each Issuing Bank pursuant to subsection 3.10 (a) with respect to any drawing under any Letter of Credit issued by such Issuing Bank on (i) the Business Day on which such drawing is paid by such Issuing Bank, if notice of such drawing is given to the Borrower by such Issuing Bank prior to 12:00 Noon, New York City Boston time, on the date such drawing is paid, or (ii) the first Business Day after notice of such drawing is given to the Borrower by the Issuing Bank, if such notice is given after 12:00 Noon, New York City Boston time, on the date such drawing is paid, and, if such drawing is reimbursed after the date of such drawing, interest shall be payable on the amount of such drawing for the period from the date such drawing is paid by the Issuing Bank until reimbursed by the Borrower at the rate then applicable to Revolving Credit Loans that are ABR Loans hereunder. If any amount payable under this subsection is not paid when due, interest shall be payable on such amount from the date such amount becomes payable under this subsection until payment in full thereof at the rate which would be payable on any outstanding ABR Loans which were then overdue. (c) If requested by the Administrative Agent on no earlier than the thirtieth day prior to the Termination Date, the Borrower shall either (a) deposit in a cash Collateral Account opened by the Administrative Agent an amount equal to 103% of the aggregate then undrawn and unexpired amount of all outstanding Letters of Credit, or (b) furnish the Administrative Agent with a "back to back" letter of credit in form and substance and issued by a bank reasonably satisfactory to the Administrative Agent in an amount equal to 103% of the aggregate then undrawn and unexpired amount of all outstanding Letters of Credit. The Borrower hereby grants to the Administrative Agent, for the benefit of each Issuing Bank and the L/C Participants, a security interest in any such cash Collateral to secure all obligations of the Borrower under this Agreement and the other Loan Documents. Amounts held in such cash Collateral Account and drawings made under such "back to back" letter of credit shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit. The unused portion of any such cash Collateral after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the Notes. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the Notes shall have been paid in full, the balance, if any, in such cash Collateral Account shall be returned to the Borrower and/or the "back to back" letter of credit shall be returned to the Borrower. The Borrower shall execute and deliver to the Administrative Agent, for the account of each Issuing Bank and the L/C Participants, such further documents and instruments as the Administrative Agent may reasonably request to evidence the creation and perfection of the security interest in such cash Collateral Account.